Welcome To My Parlor
by cdog21
Summary: YAHF. After gaining the symbiote as his partner on Halloween night, Xander must now balance regular life and the responsibilities that come with becoming a real life super hero.  X/harem Lemons eventually
1. The Adventure Begins

**Disclaimer**: Buffy the Vampire Slayer and Angel characters are the property of Joss Whedon, Mutant Enemy, and whoever else. I don't own 'em, and I never will. I also do not own any recognizable characters from any television shows, movies, comics, videogames or literature that I might decide to use. This work is merely for both my enjoyment and yours. No profit is being made.

Spells/Actions/Emphasis: **word  
><strong>Electronic/Nonhuman/Demon: _**word  
><strong>_thoughts: '_word'  
><em>speaking: "word"  
>P.O.Vtime skip/scene change: line break

"_In every generation, there is a Chosen One. She alone will stand against the vampires, the demons, and the forces of darkness._"

"_But sometimes she has help."_

**Ethan's Costume Shop,  
><strong>**Sunnydale, CA**

Entering the newly opened costume shop the trio of teenagers split up to begin looking for the items they needed for tomorrow night. Xander was not a happy camper and not for the first time since the entire fiasco had begun, he shook his head in disgust. Earlier in the day, Snyder had cornered Buffy at school and made her sign up for Halloween escort duty. A duty consisting of dragging a bunch of kids around the neighborhoods for trick or treating and bringing them back to the school later safe and sound. Being her friends, and as far as Snyder was concerned accomplices, he and Willow had been strong-armed into participation too.

'_Goddamn troll just _**had **_to make costumes mandatory, didn't he? I bet he did that so he could walk around without a mask on, the little jerk.'_ Xander thought as he looked over to watch Willow and Buffy preening over a dress on the other side of the store. '_No problem guessing who that's gonna be for.'_

Angel.

A vampire that had been cursed with the return of his soul. For the last 100 years forced to remember the crimes and atrocities his body had committed once his soul had been replaced with a demon.

He was also Xander's rival for Buffy's affections, a fact by itself that meant he would never really get along with him. Although he had to admit, in his head and his head alone, Angel was handy to have around. Mostly when an apocalypse was going down or some super demon was rising.

Shaking his head of the troublesome thoughts, Xander returned to focusing on what he'd come to get in the first place. However, his little daydreaming had cost him, as he watched a 10 year old kid grab the last of the toy rifles in the discount items container. Looking inside he saw that the only thing left behind was a pirate sword and a set of pink nunchucks, something that _**so**_ didn't go with army fatigues.

'_Well looks like I'm gonna need to buy a Halloween costume._ _Which one though? Not a lot of money, but there is no way that I wanna look like a complete dork either…'_

Xander was brought out of his musings when a man's voice spoke out from behind him.

"Is there something I can help you with, young man?"

"GAH!" Xander shrieked, in a manly way of course, as he turned around to look at the owner of the voice. He was an older man, somewhere around Giles's age. In fact with the British accent of his, he was throwing off a Giles vibe of his own, maybe a little more chaotic than the original. "Would you cut out the sneaking thing. Anyway who might you be?"

Extending his hand out to Xander he introduced himself, "Well, my name is Ethan Rayne and I'm the owner of this fine establishment. I noticed you and your friends when you came in, but I noticed that while they seem to have their eyes on that dress over there, you appear to be lacking something. So what can I do for you?"

Xander sighs loudly,"Alright it's like this. My principal is forcing me and my friends to escort a group of kids for Halloween tomorrow and we have to dress up for it. Problem is I was gonna go as an army solider since I already have some fatigues at home, but there are no more rifles left. So now I'm trying to figure out what costume I can get with the 15 bucks I have."

Ethan responded with a 'hmm' as he started to walk around Xander examining him. "I may have something for you, follow me."

The two men walked towards the back of the shop where several cases stood in a row. In each case a basic mannequin was adorned in full costumes ranging from ninjas to pirates, _'Goddamn Larry'_, but as they started to finish rounding the shelves the costumes started to become more famous, more intricate, and adorned by fully fleshed out sculptures. There were five cases containing costumes from well known characters.

In the first was a mannequin dressed in a complete Darth Vader costume, complete with a red lightsaber. What made it even cooler was the pose it was in, as it stood there with its hand raised in a slightly clenched fist. Any geek would recognize that move. The second case contained a woman's costume, although while it may have been a costume made for a girl, it was definitely designed for men. Lara Croft stood with both of her guns pointed in the air. The aqua green top was spread tightly over a very expansive pair of breasts, her cleavage like a lighthouse beacon for members of the opposite sex, and the brown shorts covering a very nicely rounded ass.

'_These things are so lifelike, like they could just start moving and touch you. Although I wouldn't mind her touching me for a little… calm down, big guy. It's not nice to point after all'_, Xander chided himself after he realized that he was starting to enjoy the Lara Croft figure a little too much.

"Yes, I'm quite proud of the work I had down for these models. After all presentation is everything." Ethan told Xander with a knowing smile stretching across his face.

Xander looked away for a moment as his embarrassment passed over his face. The third costume they came across was one that Xander wasn't familiar with. The suit was designed for a male and looked to be a black body suit underneath a steel gray colored armored that covered everything, save for the lower arms that were covered by the body suit. On the chest and shoulders were several nodules, one even looking like a communication device.

"Hey Mister, what's the what with this get up."

Ethan starred at Xander for a moment before trying to respond, "What's what?"

"Sorry. I meant what's the story behind it. I'm a geek and I know my Sci-Fi, so I can recognize that the suit is something science fictiony, I just have no clue what show it's from."

"No, of course you wouldn't. This is an actual prop costume from the movie set. I have several friends in the industry so in the past I've asked them if they come across something interesting or unique to grab it for me. This costume is from a movie that won't be released until sometime next year"

"Cool." was Xander's reply as they continued perusing the costumes.

The fourth costume he recognized as quickly as he had the others. The design was of a regular Arabian belly dancer, the only thing that would make you realize that it wasn't was the fact that it was pink. _'Wow, I wonder if I could convince Buffy to get this instead of the Disney princess getup.'_

While Xander had stopped to use his imagination, Ethan had continued walking to the last case and the particular costume that rested inside. All lust and excitement had passed from Xander when he gazed at the costume the mannequin was wearing.

"This is the one that I actually wanted to show you. A customer was interested in it the other day, but he was a little… round in the waist. When he tried to get out of it he ripped the costume over there" pointing to a large rip on the side. "I can not in good conscience sell this costume at anywhere near the actual price so I need to find a way to get rid of it. And since you appear to be around the same size and shape as the costume I figure you can use it."

Xander wanted to respond, but all he could do was stare in awe at the costume behind the glass. The costume was entirely black save for the large white spider symbol on the chest, it's legs flowing around the sides to connect to a similar symbol on the back. The mask, like the rest of the suit, was completely black except for the large white eyes that were staring back at him. This was Spider-Man's black costume one of , if not the, most bad ass uniforms a superhero or heroine had ever worn before.

"Please tell me you're not joking with me. That you didn't just bring me back here to screw with my emotions, because if you are I may have to kill you" the teenager whispered.

"I'll tell you what, if you give me whatever amount of money you have with you then we'll just call it even. And tonight you can show your friends just what you're made of."

"DEAL!"

"Alright then, let me take this down and go get it ready for you. You can head on back to the front and I'll meet you there." Ethan said as he undressed the mannequin and placed the costume in a small box before turning away.

A large grin was plastered all over Xander's face as he turned around and… skipped… back to the front of the store to wait for the most awesome thing he's seen in a long time.

* * *

><p>'<em>Oh this is just too <em>**good **_to be true. There is no way I can let this opportunity to slip by without trying!'_Ethan said to himself in glee as he went into the back room.

He had known that Giles and his charges were in town long before he had decided to come to Sunnydale to play his little trick. All he wanted was to enjoy the chaos that would be caused when everyone started to change into the things they dressed up as. And so far everything was turning out even better than he could imagined. Most of his products had already been sold and if things continued at this pace then by the time he closed he'd be sold out. But this was the icing on a very delicious cake.

_'Lord Janus himself must have guided that boy's choice of costumes!'_ He wondered as he grabbed the box that contained the Spider-Man costume the boy had eyed._ 'Yes, I am definitely going to have to make sure that this particular youngster has a _**very **_interesting time.'_ Ethan thought as he began to spray an emerald liquid across the costume before speaking the words to caste the trigger spell for the change. With a flash, a green flame covered the costume before dying down and leaving the fabric unmarked. Making sure that everything was in place, Ethan placed the costume back in the box and headed back to his eager costumer.

* * *

><p>"Xander, where the heck have you been? I wanted to show you my costume, but you were gone." Buffy called out as she and Willow made their way towards him. They moved through the crowd as they finally reached him, Buffy grinning happily at him as she lifted up the dress to show her other best friend.<p>

"Look at what I found, Xander. It's really nice isn't it?"

"It's really beautiful Buffy, but I never really saw you as a frills kind of woman. Are you trying to make an impression on a certain someone?" Xander asked a teasing tone. _'Too bad she isn't trying to impress me, but hey I think she looks better without it anyway. Although now that I think about it, she looks better without anything really.'_

Buffy beamed another megawatt smile at him "Of course not, Xander. I just feel like showing my inner princess that's all. Y'know embrace the whole go as you aren't dealy. So what are you gonna be for Halloween?"

"It's a secret, but you guys have gotta promise me something first." Xander grinned

"Ooookay, but what is it you want us to promise."

"I want you two to promise me to wear a helmet."

"A helmet?" The two girls parroted.

"Yeah, because when you see this I don't want to blow your minds"

Buffy smacked Xander in the arm for the corny joke, but she and Willow still cracked smiles at it

"Well young man you are now all set?" the shopkeeper said as he finally arrived to the register, a gleam still in his eyes. "Thanks to you this is one worry I won't have to think about anymore. I hope that this Halloween is everything you're wishing for!" Ethan finished as they completed the transaction and the Scoobies proceeded to leave.

Willow looked back at Ethan's retreating form. "You know, that man is really nice. He gave Buffy a discount on her dress and he helped Xander find a nice costume."

"I am so recommending more people come to this place." Buffy said hugging her dress.

Willow saw a pack of ghost costumes sitting on a stand near the exit and smiled.

* * *

><p><strong>Spike's Warehouse<br>****Sunnydale, CA  
><strong>**Evening**

In a warehouse on the other side of town Spike and several of his minions sit on a couch in front of a TV. The video showing a recording of several of Buffy's fights over the last couple of days. Spike replays it over and over as he tries to study Buffy's fighting style and habits. Taking note of her abilities and the times her friends interfered that put things in her favor.

"This ones seems like she's gonna be tricky. Baby likes to play." Spike chuckles.

The scene where she stakes the vampire with the sign replays. "You see that? The way she stakes him with that thing? That's what's called resourceful. Rewind it again."

Drusilla walks in from another room as she moves to stand in front of Spike "Miss Edith needs her tea."

"C'mere, love." Spike says as he holds his hand out for her.

Drusilla takes his hand and sits in his lap, before looking into his eyes after a moment. "Do you love my insides, Spike? The parts you can't see?"

"Eyeballs to entrails, my sweet. That's why I've got to study this Slayer. Once I know her, get inside her head and figure out how she thinks, then I can kill her. And once she's gone you can have your run of Sunnyhell. Get you all strong again."

"Don't worry, Spike. Everything's switching. Outside to inside." Dru lets a slow breathe caress his neck. "It'll make the slayer all weak."

"Really? Did my pet have herself a vision?"

"Do you know what I miss the most? Leeches." Drusilla said as she started going off tangent.

"Come on love, talk to Daddy. This thing that's gonna make the Slayer weak? What is it? When's it gonna happen?"

"Tomorrow."

A confused look passes over Spike, "Tomorrow's Halloween. Nothing happens on Halloween."

A smile pastes itself on Dru's beautiful face, "Yes, but someone's come to change it all. Someone new."

Spike turns his head away from her and back to the video a triumphant smile growing with each moment. Drusilla's on the other hand leaves her as she begins singing a nursery rhyme.

"The itsy bitsy spider crawled up the water spout."

* * *

><p><strong>Summers Residence<br>****1630 Revello Drive  
><strong>**Sunnydale, CA**

***Ding Dong***

Walking downstairs to speak with her mother, while waiting for Willow to finish changing into her costume, the doorbell suddenly rings drawing Buffy's attention. Opening the door she was treated to a surprising figure.

"… Wow! Is that you, Xander?" Buffy's jaw hung wide open as she just stared at the man standing on her porch, who nodded to her question. _'There is no way this is Xander. He's too… hot!'_

"And who else might you have been expecting on this fine Autumn eve?" Xander said with a lower pitched tone to his voice.

In truth, the altered speech actually fit the costume he was wearing since it was hard for her to match up the voice to the face she knew was behind the mask. Studying his form, the first thing that caught her attention was the large white symbol spread across his chest. When she took the time to start to inspect the rest of Xander's costume was when things got of the unusual. The Spider-Man costume, even though one she had never seen before, was stretched against his body tightly showing off all the muscles he possessed and all the dimensions of his body that were normally concealed behind baggy clothing.

"What's… I mean…when did…huh?", a flustered Buffy rambled out.

"I believe it goes who, what, where, when, why, and how." Xander quipped as he watched Buffy standing there speechless, and grinning behind his mask at what his choice in costume had done to her.

When he had gotten home he used some needle and thread to repair the damage on the costume so he could try it on. Standing in front of his mirror made Xander take note of several things about both the costume and himself. The first thing was the fact that the costume had turned out to be a near perfect fit for him and felt both comfortable and maneuverable. The other thing he had noticed was the fact that since it was damn near skin tight, the boxers he enjoyed wearing were not gonna work, noticing the fact that they bunched up and puffed out around his upper thighs and waist. Realizing they had to go Xander switched out boxers for briefs which led to another more visible, while unavoidable, problem. Finishing switching out this for that Xander finally admired the finished product and to be honest, surprised himself with how well he and the costume had finally come together.

Xander was never an out of shape kid, his body just never had much of a definition, but since meeting Buffy a year ago and finding out about the things that go bump in the night, had changed him.

With moderate exercise a person can gain a better figure, become stronger, and build up a greater stamina.

What Xander did on a nearly nightly basis was far beyond what might be considered moderate.

Fighting against creatures both stronger and faster than he was had caused his body to begin changing. Vampires are beings that are naturally 4 or 5 times stronger and faster than a regular person. Constant interaction between Xander and the demonic forces attracted to the Hellmouth, forced his body to try to adapt to the rigorous outside stimuli. His strength grew as a natural response to his body trying to make him strong enough to fight back against whatever the situation was. The speed he possessed increased as he tried to keep pace with helping Buffy as she fought against the vampires and demons. As a result of all the rigorous activities with being involved with the slayage, Xander had an ever increasing level of stamina to continue his battles.

While his activities would never give him a Slayer's physical conditioning, the end result of his activities had left a 17 year old with an attractive body standing in front of one of his best friends in a skin tight suit.

"Buffy! Lady of Buffdom, Duchess of Buffonia, I am in awe! I completely renounce spandex!" Xander said to try and break Buffy out of her brain freeze.

Buffy raised an eyebrow at Xander before speaking with a regal tone "I fear, good sir, that our traveling companion for this evening is not yet dressed." A noise behind her caused her to turn around and look up the stairs excitedly.

Following her gaze, he was curious as to what it was that was making Buffy get excited. Xander knew Willow like the back of his own hand, and knew every year she bought the same costume. Though from the way Buffy was acting, he thought she might have gotten Willow to go for something a little different this time around.

Ever since Buffy's arrival to Sunnydale, Xander had noticed that Willow's confidence in herself had been slowly growing. But whatever Buffy had planned for Willow tonight was probably rushing things and thus her return to the Casper look.

"On second thought I guess she is." the disappointment she felt entering her tone

"Hey, Will! That's a mighty fine boo you got going there." He said trying to rid Willow of any guilty feelings that she might have had over Buffy's disappointed expression.

"Oh my god. Xander is that really you?" Willow cried out as she came down the steps. "I mean how did you get all of those muscles to look so real?"

Xander arched an eyebrow, dropping out of character for a minute, "Wills? There's nothing fake under here. What you see is 100% Xander Harris."

She gave him a weak smile, "…Really! I mean that it looks nice, in that you look good… not that you don't look good normally because you do and the costume makes you look even better, that's all." At this point, Willow was glad she had a sheet over her. Her face must have been beet red by now.

Xander turned away to greet Joyce as she came over to them from out of her Kitchen, giving Willow and Buffy a long enough chance to ogle Xander's basically naked body free and clear.

'_I'm beginning to think that it's a good thing this dress is so layered'_, came to Buffy's mind as she realized that staring at the very large bulge Xander was sporting , was starting to make her more than a little excited as she felt her nipples begin to harden. _'I wonder what he looks like without the… Argh, bad Buffy. VERY BAD! That's Xander… a Xander shaped _**friend**_. A friend in the non-lusting-after zone. Keep your mind on the game plan. Look pretty for Angel, take the kids trick or treating, get em back safe, and then you can come home and spend some quality time with yourself… in the shower… with the massager setting.' _the mixture of emotions rapidly crossing her face with each thought or idea.

Unbeknownst to Buffy, Willow's train of thoughts were traveling along the same line as hers, _'Oh wow, Xander's really… blessed ! If we didn't have to leave this would probably be the perfect chance to tell Xander how I feel. Heck if I played my cards right, I could probably get to show him.'_ Willow began blushing even harder as years of fantasies starring herself, Xander, and lately Buffy, started floating around her mind. _'C'mon get a hold of yourself!'_

Buffy idly wondered if Willow was going to jump their best friend here and now or just keep gawking at the very substantial package being outlined. Then again, she couldn't blame her since she was doing the same thing herself. At another time and place she might have just joined forces with Willow and just threw Xander to the ground to have their wicked way with him. Hell if things kept going at the pace they were going that option might just come up before the night was over.

Turning back around to his friends, "So, my beautiful and very smart companions are we ready to get the show on the road?"

"We're ready, Xander." Both girls said at the same time, before turning to give each other a speculative look.

"Well ladies your Friendly Neighborhood Spider-Man would be honored to escort you to your destination" said Xander as he offered each arm to Willow and Buffy.

Buffy turned to give her mother a kiss goodbye before the teens left for the school with Joyce's cry of "Be safe and have fun" guiding them out the door.

* * *

><p><strong>Ethan's Costume Shop<strong>  
><strong>Evening<strong>

When the appropriate hour was close at hand, Ethan walked into the store's back room to kneel before his statue of Janus and began the ritual. As it neared its completion he presses his hands together and winces in pain. When he pulls them apart there are wounds in his palms, his blood flowing freely. A swelling of the Chaos magics surrounded him as he begins to recite the trigger spell…

_**"Janus, I call upon your spirit. Heed my plea. Seize the night for your plan."**_

Dabbing the blood from his left hand with his right middle finger, he smeared it over his right eyelid.

_**"Come, appear and show us that which is power infinite."**_

Dabbing the blood from his right hand with his left middle finger, he smeared it over his left eyelid.

_**"The mask must be transformed into body and blood."**_

Dabbing the blood from his left hand with his right middle finger again, he smeared a cross onto his forehead.

_**"By your sacred presence the heart grows greater. Janus! Take the night!"**_

There was a large influx of energy before it was expelled, a large grin spread over Ethan's face, "Well then, show time."

* * *

><p>A thick wind sweeps through the entire city, as the spell takes hold and begins transforming everyone into the embodiment of whatever they were dressed as. Kids dressed as little witches, goblins, and demons were transformed into thus. Monsters of all types, both real and fictional, were brought forth into existence.<p>

The chaos that was being brought forth this night would leave lasting impressions on several individuals before it was finally over. And repercussions that would be life altering for the entire population of earth.

* * *

><p>"AAARGH!" the man screamed as his body convulsed before collapsing to the ground in pain. Barely managing to stay conscious he stumbles as he climbs to his hands and knees, the pain still present but diminishing. Lifting his head to try and observe his surroundings, try to figure out what's going on.<p>

A few minutes ago Peter had been swinging through the city, on his way back home with dinner for him and MJ, when his Spider-Sense went off. A moment of dizziness was followed with every part of his body screaming out in pain as his Spider-Sense went off at a danger level he had never experienced before. It was screaming out at him that the danger was all around him, to do nothing but run.

His body had a different idea.

Regaining control of himself Peter stood up and looked around the area. From what he could tell he was in a residential neighborhood, not that different from Aunt May's, and from the temperature probably somewhere down south or on the west coast. It was the residents of said neighborhood that was worrying him. In the chaos around him, he could see people screaming as they were being chased by monsters of all kinds. A little girl in a pixie costume being cornered by two pint sized demons snapped Peter into action.

As the demons grew closer two weblines snagged them in the back , before they were yanked across the street away from the girl. Peter watched as the creatures stood up and glared at him from opposite positions. Seeing the large man in black as a threat towards getting to their target/food, the not particularly bright demons let out twin roars as they charged at him in a tackle. In a display of acrobatic grace, Peter did a spinning back flip over the creatures heads causing them to miss him completely. With their momentum built up too high both creatures slammed into each others' heads rendering both unconscious. Noticing more people that needed help, Peter was about to leap away, but before he could even position himself to jump a girl's voice screamed out. For some reason he knew that she was trying to get to him.

"Xander!"

Spinning around Peter relaxes as he sees an attractive teenager running towards him.

"Xander, are you okay. I've been trying to find you ever since things went wonky."

"Sorry pretty lady, but I don't think I've ever met you before in my life. Trust me I would know if I met anymore attractive red heads.

Willow blushes for a moment at his compliment "It's me, Willow! Xander, please quit messing around. This is no time for jokes and I'm starting to get really freaked out..

"Lady I'm trying to tell you that I don't know you. I have no idea what the hell's going on here? One minute I was swinging through the city and the next thing I know I'm laying on the ground in some neighborhood, which from the temperature, is a _**long**_ way from New York."

A look of sadness crosses over Willow, "You mean you really don't know who I am?"

Peter lets out a soft sigh "Look, Willow was it, I suggest you find cover fast."

Willow jumps in front of him to try and stop him "No, wait!"

Peter walks right through her. They're both surprised by the experience.

"Oh!" Willow cries out softly.

Peter turns around to stare at her again, trying to figure out what she really is. Willow turns around to face him.

"Okay what are you?"

"Xander, listen to me. I'm on your side, I swear! Something crazy is going on. I was dressed up as a ghost for Halloween, a-and now I am a ghost. And you were supposed to be Spider-Man, and now I, I-I guess you really are Spider-Man."

Peter tilts his head to the side for a moment just staring at her, "You know what makes that statement messed up? The fact that it's plausible enough for me to believe you."

"You really believe me?" Willow says a surprised look on her face.

"Yeah, I mean if you know who I really am, me and mystic juju are kinda like this" he says with crossed fingers. "It would also explain why I am where I am and what's really going on with all the things that go bump in the night... bumping in the night."

A monster suddenly appears from behind a car across the street, growling at Spider-Man and Willow. Peter shoots a webline at a nearby trashcan lid and yanks it to him. Taking aim he Frisbee throws it towards the creature and catches it in the legs as it charges them, causing it face vault the ground. It stands back up before turning around and running away. Willow jumps in front of Peter to keep him from attacking further.

"No! Don't hurt it! That's still a little kid inside the costume! Whatever you do to the costume, your doing to the wearer."

"Gotcha, we get to play rodeo cowboy." says Peter as he winks behind the mask.

A grin on her face "That's right mister. Now all we got to do is find…", she trails off before eyeing her target, "…Buffy!"

She runs across the street over towards a woman wearing an old style pink dress.

"Oh my god, Buffy! Are you okay?"

The monster that attacked him and Willow earlier returns along with several of it's friends. The group of creatures let out a roar as they charge at them. Peter takes a stance between the monsters, Willow, and Buffy.

"This could be a problem."

Turning back towards Buffy, Willow gives the girl a slight shake "Buffy, what do we do?"

The girls only response to the question is to faint and fall to the ground.

Peter fires several weblines at the approaching monsters causing a couple of the creatures to be wrapped up and fall over. Seeing the continued resistance from their prey, the creatures turn and run away once again. Relaxing again Peter turns around and sees Willow kneeling next to a slowly reviving Buffy.

"Hi sweetie, are you alright?"

"…What?" she responds groggily.

"Are you hurt? Can you move? Are all systems go?" says Peter from her left

"Buffy, are you hurt somewhere?"

"Buffy?" she asks puzzled as she finishes sitting up.

"Peter I don't think she's Buffy anymore."

"Who was Buffy in the first place?", Peter asked

***sigh*** _'Oh, this is gonna be fun.' _Willow thinks before she turns to Buffy. "What year is this?"

Peter takes Buffy's hand and helps her get back to her feet.

"Why it's 1775... I think." Buffy starts to look around confused and begins hyperventilating. "I-I don't understand any of this. What is going on? Who are you people?

"Calm down we're your friends.

"F-friends of whom? Y-your dress... Everything here is so strange! How did I come to be here?"

A loud roar is heard very close by before a large animal appears from around the corner. The animal stands on it's hinds legs and lets out another roar, fangs bared and

claws raised to attack. Peter going by instinct jumps over the girls and delivers a powerful kick across the animal's face and a powerful left hook across the creature's knocking it down and out.

"Call me crazy, but was that bear just wearing overalls… you know what never mind. I suggest we find somewhere safe we can get to before we come across something worse than Smokey here.

"I know just the place we can go and the best part is it's close by."

* * *

><p><strong>Summer's Residence<strong>

Peter opens the door to the kitchen and walks inside before standing still in the room for a moment as he uses his Spider-Sense to scan the house for any hidden danger.

"Hey guys you can come in now. Everything's all clear!" he yells to the girls waiting outside.

Walking in the group take in the house and take the chance to relax from all the chaos. Willow is thankful that Mrs. Summers appears to be gone for the evening. The group settles into the living room to gather themselves when suddenly a loud banging is heard at the front door. Peter moves to investigate whatever the source is and Willow and Buffy follow.

As he reaches for the handle Willow screams out to stop him "Don't open the door!"

"There could be someone out there that needs help."

"Or it could be a mini demon." Willow retorts

Buffy notices a picture on a table near the stairs and goes over to look at it. When she picks it up, and sees notices that it's a picture of her wearing a red spaghetti strap top, a large smile on her face. She turns around when Willow walks over to her.

"I-Is this... could this be me."

"Buffy, it _**is**_ you. Can't you remember anything at all?"

"No! I, I don't understand any of this! Um… this is a photograph of some other girl! I would never wear something like this, such low apparel. I don't like this place and I don't like you. Please… I just wanna go home!

Buffy is practically in tears as Willow wraps her arms around her, trying to offer at least some comfort. Willow turns back to face Peter.

"She couldn't have dressed up like Xena?"

'_Ass kicking in tight leather'_, he smiles behind his mask..

Peter resumes scanning the outside through one of the windows in the front door. His Spider-Sense goes off and he moves his head back as a monster suddenly punches its arm through the glass and tries to reach for him. It pulls its hand back and looks through the window, but doing so only nets it a face full of web making it blind.

"That doesn't look like someone needing help to me!

"That's a negatory Jessica Rabbit!" Peter reaches his arm through the portal and simply flicks his finger against the creatures forehead. Flick or not, the power behind it sends the creature flying off the porch to land in an unconscious heap at the bottom of the steps.

"Hey! What did we just say?"

"Don't worry that had to be at least a teenager, being that big. The only thing he's gonna feel is headache later on." Peter said to placate the red heard

A loud scream interrupts them as Peter looks out to see a brunette being chased down the street by a Sasquatch. Snatching the door open Peter rushes to try and help her before she gets hurt.

* * *

><p>This entire ordeal had been more than enough for her. First when she had gone to pick up her costume rental at Party Town she had seen another girl trying to pick up the same one. Not letting such a slight against her go, Cordelia had properly shamed the girl into getting something else. When she had finally made it to the school for escort duty she had made the embarrassing mistake of hitting on a masked Xander Harris when he had arrived with his friends. Not that she could be really blamed seeing as how in the Spidey costume Xander looked exactly like a numey little treat. She would later get satisfaction as both Aura and Harmony would do the same thing when they saw him. Harmony after finding out his identity, did her usual put downs and dismissal of him and Aura just giving a small smile, both girls continuing to give him discreet glances the rest of the time they were together at the school. Whether it was of disgust or approval, maybe something more, she would never know because she didn't even care enough about them to ask.<p>

The thing that had surprised her the most about the encounter, was the fact that Xander hadn't tried to use her little mistake to try and make fun of her. The only thing Xander had done was tell her thank you for her compliment and tell her that she looked very attractive in her own costume. While she was with the kids later on she would try to analyze what had went on, but at that moment Cordelia was still trying to process the thought running through her mind

'_Has Xander always been part horse?'_

And now here she was a few hours later running for her life from what she suspected was Bigfoot.

"Please somebody help me!" She screams as she turns around to see the monster still chasing her and screams. She looks up as a shadowy figure flies over her and lands on the shoulders of the creature driving it onto its back. When she turns back around again she watches as, who she now realizes is Xander, use his webbing to tie the Sasquatch up.

"Oh thank you god! Xander, you've got to help me! It's like everyone in town has lost their damn minds."

"I already know, everyone has been turned into whatever costume they were wearing. Come on we got to get back inside before more trouble shows up!"

Taking her by her hand, he leads her back to Buffy's house. Inside Willow watched as Xander leapt through the air and saved Cordelia. She sees them returning and opens the door for them to get inside.

"Oh my god, Cordelia!"

"Wait a... What's going on?" she looks around puzzled

Willow grabs onto Cordy and looks into her eyes "Okay, your name is Cordelia, you're not a cat, you're in high school, and we're your friends… well, sort of."

"That's nice, Willow. And you went mental when?" Cordy responds with a roll of her eyes

"You know us?"

"A duh. Lucky me. What's with the name game anyway?"

"A lot's going on right now."

"No kidding. I almost got eaten by Jo-Jo, the Dog-Faced Boy. And just look at my costume!" pointing towards her torn sleeve. "Do you really think that Party Town's gonna give me my deposit back? Not in this lifetime."

Peter noticed a shawl sitting on the edge of the couch so he grabbed it and put it around Cordelia's shoulders, "Here you go. It'll help keep you a little warmer."

Cordelia gave Peter a smile as she replied a 'Thanks'.

"Okay we need to figure out how to fix this. You guys stay here while I go get some help. If something tries to get in, well you're just gonna have to fight it off.

"But it is not a lady's place to fight. Surely some men will come to protect us." Lady Buffy said as she threw in her own opinion

Cordelia could only stare "Alright what the hells her riff?"

"It's kinda like amnesia, okay? They don't know who they are. Just sit tight." as Willow starts to go

"Who died and made you the boss?"

Willow shakes her head for a second before she walks through the wall behind Cordelia. Buffy stares in wide-eyed amazement.

* * *

><p>Several groups of monsters are still chasing people down the street. Walking through the chaos Spike continues to look around taking in the mess that whoever it was has caused. Spike stops to light a cigarette and take a drag.<p>

"Well! This is just... Neat!" an even larger smile growing

* * *

><p>Peter looks over to Cordelia as he takes a chair to brace against the door "Hey could you go check upstairs for me. Make sure all the windows are locked up."<p>

She nods her head before she heads upstairs. He uses another blast of webbing to help the chair keep the door sealed, similar to what he had done with the table against the large front window.

Once again Peter's Spider-Sense triggers as moments later a sound is heard from behind them and Angel walks in from the kitchen. Peter moves in front of Buffy to guard her against the potential attacker.

"Good you guys are still safe. I don't know what happened, but it's total chaos out there."

They both look at him.

"Who are you?" they both echo.

"What do you mean 'who am I'. Somebody wanna fill me in on what's going on right now? I just got chased down the street by a guy dressed up like Frankenstein and the bolts in his neck didn't looking like they were part of a costume. And why is Buffy hiding behind you?"

"Alright to catch you up, everyone has been turned into their costumes. Whatever you were wearing is who or what you are right now. Apparently Buffy dressed up as a princess and is now…"

"Lady Elisabeth" with a slight curtsey following

"… yeah. And Xander dressed up as me. Which just gives me all sorts of warm squishy feelings inside. Of course that might just be from some bad mexican food he had earlier."

"Only on the Hellmouth." Angel whispers quietly

"Yeah, it's kinda this whole big thing. So how are you?" Cordelia says as she dazzles him with one of her smiles coming down the steps

Before Angel can answer the question, the lights inside the house go out. Buffy grabs on to Cordelia's arm in fright as they began looking around the room.

'_Oh boy. Spider-Sense is tingling!'_

* * *

><p><strong>Sunnydale High Library<strong>

Giles walks to the cage and looks around before grabbing several stacks of old papers. He blows the dust off of them and examines them for a minute before walking back out over to Willow, looking at a book.

"Giles, I don't even know what I'm looking for. And plus I can't even turn the pages."

"Well, all we need to do is review the facts that we _**do**_ know. Um, so everybody became, whatever they were masquerading as."

"That's right. Xander was dressed up as a Spider-Man and Buffy was dressed up as an 18th-century girl."

"My word, Xander is actually Spider-Man right now?" A nod from Willow was his only answer, as he paused for a moment confused. "And… your costume?"

"I'm a ghost!" she said emphatically.

"Yes. But um... the ghost of… what, exactly?"

Willow covers her bare stomach embarrassment "Well, this is nothing. You should see what Cordelia was wearing. A-a, a unitard with little cat thingies, like ears and stuff.

"Good heavens. Cordelia, became an actual feline?"

"No! She was the same old Cordelia. Just in a cat costume." she explained after a slight pause

"So she didn't change."

"No. She kept going on and on about how she was never gonna be able to return her costume to Party…" A look of surprise passed over Willow, when she had an epiphany about their problem. "Wait a minute... Party Town. When we rescued her Cordelia told us she got her costume from Party Town.

"And everyone who has been changed, where did they acquire their costumes from?" he says as he takes off his glasses and begins to clean them.

"Everyone else probably got theirs at a new place downtown. Ethan's."

Giles pauses when Willow mentions the name of the place. He looks at her for only a moment, a grim look on his face as he realizes the kind of danger the kids and everyone else are really in. He resigns himself to the fact that he is about to enjoy everything he's going to do to Ethan when he finds him.

* * *

><p>Peter's Spider-Sense had given enough of a warning for the gang to be prepared for the assault. In the front several creatures of varying size battered the front door until it finally collapsed and rushed in. Peter had told Angel to get the girls to safety, while he handled the attackers, so Angel led them to the kitchen so they could exit through the back. When they got there though the back door had already been open and as they passed the basement a hidden vampire jumped out to attack them. Angel was able to hold the creature off and dust it, but during the fight his face had vamped out and when the possessed Buffy had seen it she ran off without them. After having dealt with the last of their enemies, Peter came to the others only to find out that Buffy was gone. They all decided that finding Buffy was the priority, but that it would be better for them to split up. Angel and Cordelia started heading for the warehouse district and Peter leapt away towards the business district.<p>

It was as he started his search that his Spider-Sense pointed his attention towards the figure standing on a rooftop a couple of buildings over. At another time he might have stopped to say hi to him, but at the moment the problem of finding Buffy before she got hurt was the more pressing matter.

It wouldn't have mattered much anyway as Daredevil jumped down from the rooftop to land in the middle of a trio of pirates that had been trying to accost an older woman. From what he could see they looked like they had already been roughed up by someone, the ass whopping they got from Daredevil just added to that fact. For some reason when he saw Matt deliver a backhanded strike from his club to one of the pirates made him happy. The front kick that sent him flying into a pile a garbage even more so.

It was in mid leap that his Spider-Sense once again activated. Stumbling slightly as he landed Peter looked around before he began to head in the direction his Spider-Sense had pointed. A few moments later he noticed that he was headed back towards the warehouse district when he noticed a large group of monsters being led by a blonde man in a long leather jacket. Angel and Cordelia were still out looking for Buffy, so he decided to follow them and try to keep anyone they might come across safe.

It wasn't long before he realized that the way he was being lead was both a positive and a negative. Thankfully he saw that Angel, Cordelia, and Willow had found Buffy safe and sound. The thing that was worrying him was the fact that that the creatures were headed right for them. Using a powerful leap Peter lands in between the monsters and the others and quickly fires several webs to slow the oncoming attackers.

"Run, go find an open door, I'll hold em off for a minute" before he continued to fire more webs. He admires the web work for a moment before the claws of the creatures start to rip it apart and breech the barrier.

He runs down the alley as he quickly catches up to Cordelia and Willow, Angel with Buffy held in his arms in front of the group.

Spike and the rest of the monsters, finally destroying the obstruction in their path, see them headed down the alley and give chase.

Angel finds an open door to one of the smaller warehouses and waits for them to reach him, but sees that the monsters are quickly gaining ground on them.

"C'mon guys you've got hurry. They're almost on you.!"

Glancing over his shoulder Peter notices that the mini demons are almost right on top of them so he grabs Cordelia and leaps the remaining 100 or so feet to safety. Willow easily running through the door as Peter and Angel quickly push the large door shut, as he uses his webbing to once again try and by them a little extra time.

"We got to find another way out. Even with my webbing there are too many of them for that door to hold them back for long. You guys check out here, I'm gonna go see if there's something in the back we can use to get out of here."

The sound of the monsters arriving and banging at the door accompanies them as they begin to search. Peter takes one of the large heavy boxes from the corner and sets in front of the door, pushing it against some barrels Angel had already moved into place.

Before he can turn around to look for more things to help bar the door several large arms burst through the barricade. Peter finds a metal grate and sets it on top of the large crate, as the monsters snatch the door open. They pound against the makeshift barrier as Peter tries to hold it in place.

"Okay everyone out now!"

They all start running again, and Peter follows after them when the barrier can no longer take the strain of being forced between two powerful forces. The crate and the metal grate are scattered across the floor as the monsters burst their way through. Spike follows behind them as he looks around the warehouse before he leads the monsters off after the fleeing group. The gang make it to the back of the warehouse, but finds that there are no exits. As Peter prepares to start ripping the walls open to make an exit, the group of monsters arrive. Left with no other choice Peter and Angel prepare to fight as the girls move towards the back of the room.

"Well isn't this a party. The pink princess is mine, everyone else you can eat." the blonde vampire smiled.

Without any other words being spoken the group of creatures surge forward to attack. Several of the mini demons rush toward Angel who responds with several quick strikes knocking them back. Unfortunately for the larger psuedo-demons they choose to attack Spider-Man, remembering him as the bigger threat, and are dealt a multitude of powerful blows. Some sent flying across the room , others rendered unconscious from the attacks. The remaining demons enter the fray as they join the others in attacking Spider-Man, their numbers allowing them to stand up against his raw power.

With the two male protectors occupied with his minions, Spike approaches Willow, Cordelia, and Buffy to end the fight once and for all. Brandishing a metal pipe Cordy swings it towards Spike's head, with only his supernatural abilities allowing him to dodge it in time. She continues trying to attack, but eventually he grabs the pipe in his hand before backhanding her and knocking her away from him. With the last of her bodyguards finally out of the way he once again closes in on the frightened Buffy. The glee he feels inside almost too much for him to contain.

As he tries to reach for the girl a large body flies through the air as it hits him in the back causing the both of them to crash to the ground. Seeing her attacker momentarily stunned she reaches for the fallen pipe to try and use as a defense. As she prepares herself she begins to feel dizzy.

The unconscious devil toss gives Peter the chance he needs to try and get to Buffy as he knock his attackers away from him and he leaps over them to try and land in front of Buffy. As he is flying though the air a sudden intense wave of dizziness passes over Peter causing him to miss his step and tumble on to the concrete floor. The dizziness continues as his sight begins to grow black, _'What can happen now?'_

Pushing the creature off of him Spike starts to climb to his knees when he notices a foot tapping against the ground impatiently. As looks up to see the person belonging to said foot he can only utter the single thought crossing his mind.

"Oh hell…"

* * *

><p>Noticing the waning resistance of the demons, Angel begins to press his attack when he suddenly starts to hear the crying of several little children. All around him kids, teens, and the couple of adults start taking off their respective masks. The sight of Spike's body slamming into the side of a large machine and denting it brings his attention back to Buffy.<p>

Walking towards Spike, the now returned Slayer reaches up and removes the fake wig with disgust. Their eyes locked on with each other as both combatants waited for the other to make the first move. Deciding to end this once and for all, Spike charges forward with a fist ready to strike. Dodging the attack to her left side, Buffy does a quick spin and belts Spike across the temple with a roundhouse kick. Ducking from another blow, she slams a powerful fist into his stomach causing him to double over. She follows through with a knee to his face stunning the master vampire as another kick smashes into his temple, lifting him off of his feet and smashing into the other wall of the warehouse.

With the Slayer back to full strength and with Angel freed from his distraction Spike decides that the old saying really is true as he turns tail and flees back through the entrance.

With the immediate threat over Buffy and the others begin to make sure that everyone is alright. A groan from the other side of some crates reminds her of Xander, as she rushes over to his side.

"Are you okay, Xander?"

"… I'm fine. A little dizzy maybe."

"Well just sit still for a minute and it'll go away. I'm gonna make sure the kids are okay, then I'll be right back. "

Waving his hand to shoo her away "Go, I'm fine I promise. Nothing's gonna happen to me just sitting here. If something happens then I promise to yell for help… in a manly way of course."

She smiles at him as she leans down to give him a kiss on his forehead before going back to check on the kids. Being left to his own devices gives Xander a chance to try and reign in all the chaotic thoughts floating around in his mind. A sense of confusion coursing through him as he tries to figure out what's going on and also a sense of astonishment as he can remember the other life he lived as Peter Parker. Before long a headache starts to build as the conflicting memories fight for dominance in his head. Focusing on what's going on in the here and now gives him some release as the pain begins to grow less and the remaining dizziness passes. Standing up he finds that everyone else is already leaving the warehouse as he walks over to his friends who are already waiting for him.

"Well that was a swell evening. I think I might want to do it again next year." a hint of sarcasm in Xander's tone

"Yeah well your on your own there bucko. I don't think I'm ever gonna be able to look at dresses the same again."

Cordelia looks at the both of them confused "Wait a minute. You guys remember everything that happened?"

"Yeah, it was like I was there, but I couldn't get out. I guess the best way to explain it is like riding in a car with somebody else driving. Although I got to admit it was kinda fun being Spider-Man. I mean there are a lot worse things I could have ended up as."

Angel and Buffy start to walk off arm in arm, Cordelia shrugging her shoulders follow. Xander starts to do the same before a thought crosses his mind.

"…Um guys! Where's Willow? "


	2. Assassins and Rituals

**Disclaimer: I do not own any recognizable characters or settings. At this point there isn't really any original names or places anyway.  
><strong>

**Harris Residence  
><strong>**Later**

After getting all of the kids back to the school and making sure that they would be okay, the gang decided to call it a night after the evening's festivities. A fact that Xander was more than grateful for as he climbed out of his Halloween costume and threw it into a corner. Making sure that everything is set out for in the morning Xander climbs into bed, turning off his lamp before lying down. It doesn't take very long before all of the tension in his body to be release as he slowly starts to drift off into a deep sleep. The loud snoring that follows shortly after, a signal to anyone listening that the teenager turned superhero-for-a-night was unconscious.

In the corner of his bedroom the Halloween costume sat in a haphazard pile on the floor. However, it was as Xander began to fall asleep, that fate decided it was time to throw another curve ball. To an outside observer, the pile of clothing would appear to be slowly melting before finally taking on the appearance of a large mass of black goop. The black mass remains still for a few minutes, after reverting back to its natural state, as it silently studied its new surroundings for any threats to its safety. With all quiet, it begins to slide across the floor towards the figure asleep on the bed. Climbing up the side of the bed and underneath the covers, the black goo begins to cover Xander's entire body as it moves upwards from his feet. Covering him entirely the goo remains stationary as it begins to break down and absorb the clothing that he is currently wearing. Once its task is complete the black goo reshapes itself to match Xander's clothing and skin tone exactly. As it begins to enter its own state of rest, the creature ponders on both its' new environment and new host.

The entire ordeal only takes a few minutes to begin and finish. The only sign that Xander gives, as to whether or not he was aware of what was going on, is to turn over to snuggle his face further into the comfortable pillow.

* * *

><p>An endless ocean of black water moves back and forth with the current. In the middle of this dark ocean is a single tiny island covered with the most purest color of white sand. The steady sounds of crashing waves forces the island's lone occupant to suddenly awaken.<p>

Looking up into the grayish sky Xander immediately takes not of the fact that he's no longer in his bed. Sitting up to look around a sense of panic begins to fill him as he realizes that he is completely alone in this strange place.

With no obvious signs of civilization or any other masses of land at all Xander is forced to just sit there and study his new environment. Crawling over to the shoreline, he watched the water flow back and forth with the tide. Reaching into the dark liquid and dipping in a finger he finds that the liquid feels thicker than water should, like the fluid was made of syrup. Pulling his hand back out, the liquid remains attached to him as he watches it slowly slide off his hand and fall to the ground. His next surprise comes when the fluid literally slithers away from him back into the ocean. All around him the sounds of crashing waves cease as the water surrounding the island turn completely calm and still. In front of him the water begins to ripple and bubble as a hand reaches out of the water. A full body follows the hand soon after as it stands on top of the water looking at him.

The figure is humanoid in shape and seemingly made of the same fluid as the surrounding ocean. The being is male in stature, solid black in color, and has large eyes that are completely white. If he had been able to rationally think about what was going on, he might have realized that the figure in front of him looked almost exactly like he did but a few short hours ago.

For a few minutes the figure and Xander are content to simply stare at each other, when it suddenly begins to stagger towards him. Quickly climbing to his feet, Xander tries to back away from the figure when he realizes that he's still stuck on an island surrounded by the weird black ocean. With no choice but to stand his ground, Xander waits for whatever the creature is going to do. As the black figure stops walking to stand in front of him it observes him again for a moment, before raising it's hand and reaching out for Xander. With no room to try and move away, Xander can only watch in horror as the figure's hand reaches up… and gently caresses his cheek.

"… Xan…der."

* * *

><p>"AAARRRGGGGHHH!"<p>

Shooting up in bed, screaming and thrashing around, Xander looks around wide-eyed seeing that he is once again back in his bedroom. Calming himself down he climbs out of bed to go downstairs to get something cold to drink. Sitting in front of the TV is his father, Tony Harris, passed out drunk like always. Getting his drink of water he heads back upstairs to bed.

'_That was seriously freaky. I wonder what the hell that thing was.'_ he pondered before laying back down. Once again it doesn't take long for the grasp of the sandman to take Xander.

The symbiote bristles visibly for a moment as Xander's skin and night clothes shift colors to black before returning to normal.

It realized that meeting with Xander in such a way had been too confrontational for their first encounter. A strange creature appearing in front of him, in an already alien environment, had set his fight or flight instincts on high. Next time it tried to initiate contact with its host a more familiar setting for him would be for the best. And maybe instead of taking on his appearance it should assume one of the female's appearances. Before it tried approaching Xander in his dreams, the symbiote had noticed that many of the thoughts floating through the boy's mind focused a lot on a certain group of women. Buffy, Willow, the occasional Cordelia, and the very rare Joyce Summers were main topics of his thoughts. Ranging from intimates encounter to fights for life and death. From hanging out with friends to being around family. None of his thoughts focused on one thing from moment to moment save for the fact that those women appeared in each one in some grouping or another.

'_**Yes, it will be for the best if our next encounter is in one of their forms.'**_

* * *

><p>Over the following days things pretty much fell back into their normal pattern for the Scooby gang. The day after Halloween the group met up in the library and were going over the events of the night before. Willow mentioned that she had still been trying to pass through walls several times through the night. Thanks to her possession, Buffy had gained an increase in her knowledge and fluency of the French language along with a new appreciation for the art of knitting. In Xander' case he told them that while he still had the memories of being Peter Parker, none of them had any readily practical use to them.<p>

For the most part, Xander had been correct in his assessment of the memories in his head.

The imprints on Xander that had been left behind by the possession were things that could not be noticed straight away. However, it didn't take more than a few days for the gang to realize that Xander had indeed kept something significant from the Halloween fiasco. While the memories Xander had gained were useless, somehow he had inherited Peter's keen mind for scholastics. Whatever it was that had been left inside him after the possession, changed Xander's attitude towards hitting the books. At one point in time Xander used to struggle with the concepts that they would cover in class, even with Willow's tutoring, but now problems that would have once been difficult for him to even understand, let alone solve, were now proving to be easy to handle.

Tacked on to Xander's sudden grasping of his curriculum was a fast growing interest in the field of science. Chemistry, biology, physics, it didn't matter. All of them absolutely fascinated Xander and his imagination was suddenly filled ideas of what he could accomplish with it.

Even with the furor over Xander's increased brain processing, things eventually fell back into the normal pattern of going to school hanging out in the library, then heading off for patrol. The repetition was broken when a face from Buffy's decided to pay an unexpected visit. Billy Fordham an old friend, and former crush, of Buffy's showed up at their school one day claiming that he had moved to Sunnydale with his father and would be transferring to Sunnydale High. While his sudden appearance was a surprise to Buffy the biggest surprise came from his revelation to Buffy later that same night.

Walking home from the Bronze, Buffy and Ford had come across a vampire trying to sneak a quick meal from some helpless woman. Snapping into action Buffy sent Ford off to try and find help while she slipped into Slayer mode. The fight had ended unsurprisingly quick with the vamp becoming dust to the wind, but when she turned around to head for Ford Buffy had been startled to find him already there watching her. His announcement that he had already known who she was had come as a great shock for her. The fact that it meant she wouldn't have to lie to someone else that was so close to her relieved any lingering tension she might have had about Ford's arrival to Sunnydale .

Unfortunately things weren't as they appeared when it came to Ford. With a little prodding from Angel, Willow eventually discovered that Ford had been lying to everyone about why he was there. Ford's real agenda was to trade Buffy's life to Spike and in return he would be turned into a vampire and saved from his inoperable brain tumor. In the end his planned failed and Buffy escaped. Keeping to their bargain Spike and his minions savagely attacked Ford and turned him. Two days later Buffy was forced to perform her duty and destroy her old friend's demon possessed body.

While Buffy dealt with the fallout over Ford's betrayal, Giles's own past caught up to him with the return of Ethan Rayne.

In their youth Ethan, Giles and the group they were a part of regularly used black magic for fun and for personal gain. One of their favorite past-times had been the summoning of a demon called Eyghon the Sleepwalker. Once summoned the group had taken turns allowing the creature to posses their unconscious bodies. According to Ethan it brought about an extraordinary high for the one possessed. During one of the summoning parties, Eyghon managed to break free from his containment and gained control of their friend, Randall. They were eventually successful in exorcising the demon from their friend's body, but by then the damage was already done and Randall died. This event splintered the group and sent them down their own paths, Giles's eventually leading to him returning to his Watcher heritage and taking over as Buffy's Watcher years later.

To Giles's horror, it turned out that Eyghon had been hunting down the members of their little group to make them pay for toying with him. Eventually leading their friend Phillip to come to Sunnydale to try and warn Giles, but Eyghon had followed him and before he could warn him of the closing danger he was slain and his body possessed by the demon. The gangs later confrontation with the creature led to Jenny Calendar being possessed by Eyghon, with Ethan escaping during the commotion from the fight.

After taking full possession of Jenny he attempted to kill Giles while he was at his apartment, but Eyghon was interrupted by Buffy's arrival. Eyghon left and went after Ethan, tracking him down through the mark that each of them had tattooed to themselves. Eventually finding him at his former store he did not attack him as Ethan had since removed the demon's symbol with acid. However his attention had been turned to Buffy, whom Ethan had tattooed with Eyghon's mark earlier. The two of them had fought until Giles had shown up and offered himself in place of Buffy. The demon tried to kill Giles until Angel intervened and began to choke Eyghon. In danger of dying, Eyghon jumped to the closest "dead" body, that being Angel's. However, Eyghon had to face the demon within the vampire. The two demons fought, and Eyghon was defeated and expelled from Angel's body. Without a host, Eyghon then crumbled to ashes and died for good.

The event had left things strained between everyone for a while, but eventually things had begun to heal for everyone.

Except for Giles and Ms. Calendar's relationship. Having Eyghon possess her strained the already new relationship, but the continued thoughts that more things in his past might come back to harm her again had forced her to distance herself from him. A fact that had continued to depress him still.

* * *

><p><strong>Silver Mound Cemetery<br>****Sunnydale, CA**

Flying through the air, the vampire's body comes to a sudden stop as it slams hard into a tree. Collapsing back to the ground, it's entire body flared up with pain for a moment before he was on his feet again and running back toward the fight. A trio of fledgling vamps had come across Buffy, Willow, and Xander as they were on patrol in the cemetery. The surprise turned out to be on them as Buffy proceeded to beat the three demons senseless.

Xander and Willow are sitting on top of one of the many tombstones enjoying the nights entertainment with a box of popcorn.

Buffy ducked the punch being thrown from behind as she slammed a foot into the chest of the female vampire in front of her. The second vampire threw another punch, but was blocked by her forearm and followed up by a powerful palm strike to the demons face. With it distracted by the blow, the stake to the heart was no problem. The vampire that she had thrown into a tree grabbed Buffy from behind trying to hold her in place for his companions attack, but as the she-demon closed in Buffy leapt up and locked her legs around the woman's neck. Using her arms to give her leverage, Buffy slides free from the male's grip while at the same time bringing the trapped woman over her head and slamming her into the other vampire's face.

"Hey, Buff, heads up."

Turning towards Xander's voice, she snatches the incoming sword from the air even as she closes into finish the fight. As the two vampires stand back up to try and continue their attack, Buffy swings the sword with deadly accuracy decapitating both demons and turning them into dust.

A smile graces Willow's face as she watches the end of the fight and takes some more of the popcorn.

As Xander reaches in to the bag to grab another handful of the popcorn a… shudder… passes through him, the same feeling that people say is the feeling of someone walking on your grave. As the sensation passes he suddenly realizes that there is something moving behind him as he grabs Willow's arm and leans them both forward and off of the tombstone. The claw attack from the previously hidden vampire misses entirely as they duck out of harms way. Willow stumbles away from the attacking demon and over towards Buffy, but Xander was too close and is unable to escape the oncoming attack.

However as the vampire tries to attack him, everyone is stunned by what transpires.

As the claws of the demon come close to his face Xander's body unconsciously leans to the side dodging the blow. A second attack gets the same results as Xander's body moves on automatic and leans to his right instead. The vampire's third attack is met with the same failure as the others as he moves his head backwards causing the nails to pass his face by mere inches. If Xander's mind had more of its higher processing functions, rather than the simple Fight or Flight function, a feeling of surprise would have come over Xander. With his adrenaline pumping through his veins, Xander is unable to realize just how easy it is for him to dodge the demons attacks. The vampire throws another punch toward him, but Xander slaps the hand away as he delivers a punch of his own to the demon's nose. Rocked back from the powerful blow the demon is forced to bend over as a sudden strike slams into his gut. The rising knee to the blood demon's face raises it back to an upright position as a feeling of pain and surprise swells within as a stake slams into its heart.

A jittery Xander turns around to look at the shocked faces on Buffy and Willow.

* * *

><p><strong>Giles's Apartment<strong>

"So let me see if I get this straight. Xander dodged the vampires attacks and then slayed it, correct."

A frantic Willow jumped up "Yes, but he was moving way too fast. Like he was Speedy Gonzales or something."

"Willow's right, Giles. The way Xander was moving was almost Slayer like. I mean I can do what he did, but it was like he wasn't even trying." a more sedate, but no less worried Buffy added.

"… I wasn't trying." Xander whispered in the corner

After watching their best friend eliminate the vampire with such little effort the gang had decided that an immediate visit to Giles would be for the best. If something else was starting to happen to him then they needed to know about it beforehand.

"I was reaching for the popcorn and then all of a sudden I got that feeling like when someone is walking on your grave. It kinda freaked me out. Next thing I knew I realized there was something coming up towards me and Will so I grabbed her and ducked out of the way. When I got up the thing was already attacking me and I just dodged, but it wasn't right. Every time it tried to hit me I just dodged out of the way. It felt like my body was on autopilot whenever it moved, but it was me doing the moving, like I knew exactly what to do to keep it from hitting me. I kept dodging it until I got an opening and I went on the attack and bada-bing bada-boom no more vamp."

Giles was deep in thought over what they had told him, until a sudden thought hit him. "Xander, could it be possible that you may be developing abilities along a more physical path."

"WHAT!" the trio chirped.

"Well, ever since Halloween your school work has improved at a ridiculously fast pace. The improvement has been to such a fantastical degree that you're practically a completely different student. I've been taking the time to research some of the costumes that Ethan had sold lately, yours in particular, in case of something being left behind. And from everything you said it seems like you've begun to develop Spider-Man's… what was that called…"

"Spider-Sense." Xander answered

"Yes, his Spider-Sense. From what I've read his perception of everything speeds up to such a high degree that things just seem to move at an incredibly slow pace and making it seem… "

"…Like he can see the future. I know all that, but shouldn't this have started happening sooner. I mean it's been what almost a month since then and it's just now kicking in."

"Well you should remember, Xander, your penchant for schooling didn't kick until several days later. Maybe the physical changes your beginning to experience just needed a sufficient amount of time in order for them to reach this point. You must understand that increasing one's computing abilities is vastly different from altering a human body. In comparison it's great deal more difficult to rewrite a person on a genetic level than it is to rewire a person's brain to be more efficient.", Giles clarified

"I guess you're right. Although it is starting to make me wonder as to whether it'll keep going or not."

"What do you mean keep going." Willow asked

"Well look at it this way, Will. If it stops with the Spider-Sense then we'll have an extra warning when things go down. If I do wind up with the proportional strength of a spider and all that jazz then Buffy gets even more back up. Hell she could probably take a night off every now and then."

"If it means that you can stay even safer and I get help on top of that, then I'm all for it." Buffy said as she moved over to sit next to Xander and place her head on his shoulder. Willow followed suit and the trio sat on the couch hugging each other.

"Well if it helps me keep my girls safe then here's hoping that I get the total package."

* * *

><p><strong>Spike's Warehouse<br>****Later**

Spike paced back and forth on the floor of the factory base. Dru was busy playing with her damn Tarot cards at one end of the long table in the center of the room while Dalton, a weak, pathetic excuse for a demon, was busy translating ancient text at the other end.

"Well, I'm not sure. It could be...deprimere... ille... bubula... linter." he said squinting at the writing

Spike shook his head before he walking over and paged through a translation book. "Debase, the beef, canoe."

Dalton looked up at him and gave a goofy smile. Spike looked at the floor and shook his head again as he suddenly punched Dalton in the face, knocking the vampire's glasses off.

"Somehow I don't think that's right." Spike said as Dalton picked up his glasses and returned to reading.

"Spike, come dance?" Drusilla asks as she holds out her hand

"Would you please give us some peace? Can't you see that I'm working?" Spike responds in anger.

Drusilla pulls back away from him as begins to pout and whine like a puppy.

"Oh, I'm sorry, kitten. It's just this manuscript. It's supposed to hold your cure, but it just reads like a bunch of gibberish. Even the big brain here can't make heads or tails of it." Spike says as he comes over to her side.

Drusilla puts her hand to her head.

"I... I-I need to go change Miss Edith." She takes a few steps before putting her other hand to her head as well before collapsing to the ground. Spike rushes to her, puts his arms around her and pulls her back up.

"Oh, forgive me, Love. It's just that I can't stand to see you like this." he apologizes as places her on the couch. "We're running out of time and the bloody Slayer keeps getting in the way! Whenever I turn around there she is mucking up the works."

Drusilla gently caresses his back, "Shh. You'll make everything right. I know it."

Spike looks into his lover's eyes as places his hands around her neck and gently pulling her into a passionate kiss. Their embrace is interrupted by Dalton's whining.

"Um, well, it looks like Latin, but it's really not. In face I-I'm not even sure it's, it's a language, actually, I..."

"I'll tell you what to do… MAKE IT A LANGUAGE! Isn't that what a transcriber is suppose to do!" he roared.

Dalton flinched. "Well, not exactly..."

"I want the answers!" Spike growled as he grabbed the shirt of the cowering vampire and pulled him closer.

"Spike let him go."

Glancing over his shoulder, Spike notices Drusilla entering the room. "Why not, luv? Some people find pain…" the blonde vampire punched Dalton in the stomach, doubling him over, "…very inspirational."

Drusilla looked up from her cards. "Because he can't help you. Not without…" she says as she points at a card, "…the key."

"The key? You mean this book is in some kind of code?"

Drusilla nodded and giggled. "Yeah."

Spike shoved the academic vampire back into his chair before striding over to Drusilla is standing. The mad seer shows off a card with the picture of a mausoleum on it. "Is that where we'll find this key?"

A nod from Drusilla is all the answer he needs.

"Alright then I'll send the boys, pronto!" Spike laughs as he pulls Drusilla into his arms and starts twirling her around. The oddly normal shrieks of laughter pour out of her.

* * *

><p><strong>Sunnydale High School<br>****Morning**

The annual career fair was going on and dozen of students where in the lounge writing. Xander walks into the lounge, standing still for a moment as he looks around at some of the myriad of displays being set up, before walking over and getting the packet to sign up for the career aptitude test. Buffy and Willow have already found a table and he can see that they have already started filling theirs out.

"And how are my two favorite ladies doing this fine sunny day." he said as he plopped down in the vacant seat next to them.

"Fine if it wasn't for this stupid test. Ugh! I shouldn't even be bothering with this. It's all moot for me. No matter what my aptitude test says, we already know my deal is." Buffy huffed

"Yup, high risk, below minimum wage…" he replied

"…Pointy wooden things."

"Then why are you even taking the test?" said Willow

"Because it's Principal Snyder's hoop of the week. He's not happy unless I'm jumping. Believe me, I would _**not**_ be here otherwise."

"Well…maybe the results will surprise you. Like you could be an astronaut or something." Willow said trying to cheer her up

Another groan was Buffy's response

* * *

><p><strong>Sunnydale Cemetery<br>****Evening**

Buffy is walking through the tombstones as she does patrol. She pauses for a moment thinking that she head something, but continues on, scanning the area around her as she does. She stops again when she hears clinking noises. She follows the sound of clinking to a nearby mausoleum, noting the light coming from inside. She looks at it and sees light coming from inside. Walking over to the entrance she pushes the door open a bit and peeks in. Buffy blinks for a moment confused as she watches Dalton chipping away at the wall, before exposing a chamber behind it. He reaches in for something as Buffy pulls her head back out and closes the door. A few moments later Dalton opens the door and steps out.

"Does 'Rest In Peace' have no meaning to you people? Oh yeah, I forgot. You're not a people."

Another vampire comes up behind her, but having already sensed him, she turns around and delivers a powerful kick him to the stomach. An elbow strike to the head follows, along with another kick in the gut. The vampire takes a swing at her, but she grabs his arm twists it in place. She strikes him twice in the face and uses the arm she is holding to flip him on to the ground. Before he has a chance to recover she dropped to one knee and slammed her stake into his heart. Standing back up she looks around for the other vampire, but she sees no sign of him.

"One down… and the other one gets away."

* * *

><p><strong>SHS Library<br>****Afternoon**

Giles walks over to the center table, where a pile of books are laid out across the large piece of furniture. Buffy enters as he is looking over the large tome he has in his hand.

"Hey Giles what you doing?" she says as she unconsciously sneaks up behind her watcher

"Oh… um… good morning Buffy."

"Morning to you too. So what's with all the books."

"This is nothing too important. I've been, uh, cataloging and indexing the Watcher diaries that cover the last couple of centuries. You couldn't begin to imagine how numbingly pompous and long-winded some of these Watchers were."

"Wow… knock me over with a feather."

"Anyway I trust that last night's patrol went well."

"Mmm kinda. There was a vampire breaking into this mausoleum, and when he came out I tried to see what he was up to, but he had backup. By the time I got finished with his bodyguard the other one was long gone.

"They were stealing?"

"Yeah! They had tools, flashlights, the whole shebang. What does that mean anyway? Shebang?" as Buffy continues her train of thought Giles begins to pace back and forth. "She bang what? Now that's just gonna bug me all day. Okay Giles, you're in pace mode. What gives?"

"Um, this vampire who escaped, did you see what he took?"

"No, but I could take a guess and say it was something old."

"That's hardly helpful, Buffy. And I assume that you made no effort to try and find out whatever it was that was stolen."

"Jeez don't have a cow, Giles! I just figured it was, you know, your regular everyday vampire hijinks."

"And, what if it wasn't? This could be incredibly serious! I mean, if you had just made an effort to… to be more thorough in your observations, then this wouldn't have occurred."

"Well excuse me. If you don't like the way I'm doing my job, then why don't you just find somebody else to do it? Oh wait, that's right, there is no one else. As long as I'm alive, there is not gonna be someone else. Wait a minute. There you go, Giles! I don't have to be the Slayer. I could just be dead.

"That wasn't very funny, Buffy. You'll excuse me if I don't laugh. Base jokes aside, right now we need to concern ourselves with finding out what it was that was stolen from that mausoleum last night."

* * *

><p><strong>Spike's Warehouse<strong>

With an almost casual attitude, Spike holds a large golden cross sitting on top of a black pillow. On the face of the cross are dozens of letters written in an archaic form of Latin. While the relic does little to impress the master vampire, the power flowing off of the ancient relic is easy to detect in such close proximity. "So this little trinket is what all the fuss was about, huh."

"It hums, all powerful and dark. I can hear it singing to me." Drusilla sighed

Walking up behind the two master vampire Dalton cuts in. "Um n-now that we have the cipher I'll be able to translate the text with no problem. But boss what about the slayer? She almost blew the whole thing for us. She's gonna be trouble.

"You don't say?" Spike responds sarcastically. "Trouble? She's more than just some trouble, she's the bloody thorn in my BLOODY SIDE!" a powerful kick destroys a table as emphasis. I'm tired of playing patty cake with this little girl."

A growing look of concern begins to grow on Drusilla's beautiful visage

"As long as that bitch is breathing down our necks we're never gonna be able to complete the ritual for your cure." Spike pauses in his tirade to take in a deep breathe before letting it out slowly. "What I need to do is bring in the big guns. They'll take care of our little slayer once and for all."

"Big guns?" Dalton asks confused

"… The Order of Taraka."

"The bounty hunters?"

While Dalton and Spike had been speaking Drusilla dealt three tarot cards. On one is the picture of a Cyclops, another holds the image of a centipede and the third of a panther.

"They're coming to my party. Three of them."

Spike walks back to the bed to look at the cards Drusilla had placed down. A confident grin shining on his face.

"Uh, yes, but... The Order of Taraka, I mean... isn't that overkill?

Looking out one of the windows Spike stares at the blue sky. "Nope, I think it's just enough kill."

* * *

><p><strong>Sunnydale Cemetery<br>****Early evening**

Buffy swings open the metal gate of the mausoleum and walks in, shining the flashlight around. She looks around for a moment before heading to where she saw the vampire last night, Giles follows behind her.

"May I?" asked Giles reached for the flashlight.

"Sure fine by me." Buffy responded as handed the flashlight over.

Giles smiled before turning on the flashlight and walked over to where the wall has been broken into. "It's a reliquary. Used to house items of religious significance. Most commonly it's a finger or some other body part from a saint." Buffy has a disgusted look on her face as she raises an eyebrow in response. She stands over to the side as Giles begins scanning the rest of the room with the flashlight. He stops when he sees the name on one of the burial chambers. "Du Lac. Oh good lord."

Buffy's spirits drop hearing Giles's response . "Have I told you lately how much I hate it when you say that?"

Giles turned around to face her, his face ashen. "Josephus Du Lac was buried here. He belonged to a religious sect that was… excommunicated by the Vatican at the turn of the century. He's alleged to have written a book said to contain rituals and spells that reap unspeakable evil. However, it was written in an archaic Latin so that nobody but the sect members could ever understand it."

"Excommunicated **and **sent to Sunnydale. There's a guy big with the sinning. So what's the problem?" Buffy shrugged

"Do you remember the book that was stolen from the library by a vampire a few weeks ago? When your friend Ford had first arrived?"

"Yeah."

"The book that was taken was **written** by Du Lac. Damn it! With everything going on with you children after Halloween and the stuff with Eyghon I completely let it slip my mind. The vampires must have taken something from Du Lac's tomb. And I'm afraid that whatever it is, just might be capable translating the text."

* * *

><p>Heading back for the school, Giles and Buffy joined an already present Willow and Xander to try and figure out what the vampires have planned. Giles walks out of the stacks with a National Geographic in his hand, the three teens waiting on him to tell them what's going on.<p>

"Josephus Du Lac was both a... uh theologian and a mathematician." setting down the article for the three of them to see "This article describes an invention of his, it was called 'The Du Lac Cross'."

"Seems like a weak name for something so important. Me myself , I would have added an 'amazing' or 'super' in there." Xander joked, everyone simply staring at him and his lame attempt to make a joke.

"Yes, well be that as it may, the Du Lac Cross was more than just a mere theological symbol. The markings on it were used to understand certain mystical texts, to… decipher the hidden meanings and so forth."

"So are you telling us that the vampires went through all of this trouble… for a decoder ring?", Buffy questioned

Giles pauses for a moment taken aback by Buffy's question, "Um… actually, yes, I-I suppose I am."

Willow looked back up from reading the magazine, "According to this, Du Lac destroyed every cross except the one that was buried with him."

"Why destroy your own work?" Buffy asked her Watcher

"Perhaps he was afraid of what might happen if it had fallen into the wrong hands." Giles said before he started pacing back and forth

"I bet it's a fear we're gonna get to experience for ourselves up close and personal." Xander put in.

A frown started to grow on Giles face, "Unless we can find a way to pre-empt their plans."

"How?" asked Willow.

"By learning whatever it is that's in the book before they have the chance. Which means we can all expect to be here late."

"Goody! Research party!" Willow beamed

"Speaking of which, I really have to bail. But don't worry I promise I'll be back bright and early tomorrow and ready to slay."

"Buffy, this is a matter of some urgency."

"I realize that, Giles. But, you have to admit, I kinda lack in the book area. I mean, you guys are the brains, I'd only be here for moral support anyway."

"That's untrue, Buffy, you totally contribute. You can go for the snacks!" Xander added

Buffy turns around and looks to Willow for some help.

"She **should** go. You know… t-to gather her strength so she's ready to beat up whatever the baddie is."

"Perhaps you're right. There may be fierce battles ahead." Giles finally relents

"But Twinkies are a vital part of my cognitive process!" Xander groans

Buffy gives him a smile before heading for the exit. "Sorry, Xan. Someplace I have to be."

Giles and Xander share a look with each other before turning back to the article.

* * *

><p><strong>Spike's Warehouse<strong>

"Boss I've finally finished the translation."

Spike looked over from his magazine to Dalton's quivering form. "Well is that so?" he asked. The demon nodded, even as his eyes nervous. "And you're absolutely sure about that?"

"…Yes sir."

"About bloody time. So when can we get this little shindig on the road?"

"Well, according to the text it has to be tomorrow night," Dalton replied.

Over on her bed Drusilla deals out her tarot cards. The card of the Cyclops appears bringing a smile to insane vampiress. "He's getting close to the little ducky. See him coming she won't."

"Well there you go. The Slayer and all her little friends lined up for the slaughter and nothing to get in our way. wall!"

* * *

><p><strong>Cruisers Ice Rink<br>****Later that evening**

Buffy skates along by herself, Angel watching her from the stands. She does a crouching maneuver, but wipes out and slides across the ice stopping by the sidewall. As she starts to get up a large one-eyed man reaches down, grabbing her around her neck and lifting her off of the ice. He pushes her down against the railing and begins to choke her. Buffy tries to pry his hands away from her throat as she struggles to breathe. Angel comes running across the ice, sporting his game face.

Closing in he leaps across the distance and tackles the attacker, knocking him off of Buffy. Angel lifts the hunter to his feet and delivers a powerful punch to his face. The man isn't fazed by the blow and returns with a double-fisted punch to Angel's stomach, sending him flailing back into the wall. The Vampire With a Soul bounces off of the wall and jabs him in the face again, but the bounty hunter just shrugs the blow off. He punches Angel in the face and gut, making him stagger back into the wall again. The bounty hunter grabs Angel by the throat and lifts him in the air. Buffy comes skating toward them at a fast pace. Jumping up she grabs a net that's hanging there and uses it to swing herself around and position her Foot, so that as the blade of the skate hits him it slices his throat. He lets go of Angel and grabs his neck, blood quickly flowing from the fatal strike. He manages to take a few steps onto the ice before he collapses, dead.

As the couple move to check over each other, Angel's attention is drawn to a ring on the bounty hunter's left hand. A terrifying realization comes over Angel about the man's identity and what this means for Buffy.

* * *

><p><strong>SHS library<br>****Morning**

"I'm afraid that Angel was not overreacting, Buffy. This ring is only worn by members of a group called The Order of Taraka. It's a society of deadly assassins dating back to long before King Solomon." Giles explained with a serious look on his face as he examined the ring. "Their code is to sow discord and kill the unwary."

"Assassins? Why would I have assassins after me?" Buffy asked now slightly afraid.

"Because you're the scourge of the underworld?" Xander offered up as explanation

Buffy shrugged her shoulders in response.

"I don't know…" a sense of despair weighing down on Giles. "…But I think it would be for the best if we could find a secure location for you to stay. Somewhere out of the way until we can decide on what our next course of action will be."

"Giles, you're the second person that's said head for the hills. What's going on?" Buffy asked fear now beginning to become apparent on her face.

"Buffy they are a force unlike anything you have faced before. Unlike vampires they have no earthly desires, save for collecting their bounty. They find a target, and… they eliminate it. You can kill as many of them as you like, it won't make any difference. Where there's one, there will be another, and another. They won't stop coming until the job is finished." Giles stopped to polish his glasses before continuing, "They employ both human and demon operatives. You will never know when one is coming. You will only know who they are just before they attack."

Buffy whispers softly as she looks at Giles, "…But where can I go?"

Giles can only turn away from her pleading gaze. Seeing that her Watcher can't give her an answer, Buffy turns and walks out of the library.

Giles's words float through her mind has left her paranoid of everyone around her. Walking down the hall she jumps when a boy barges through the doors in front of her. Walking through the school entrance and down the hall she scans the students moving around her, paranoid about them looking at her. The police recruiter looks at her, and she stares back. A teacher comes down the stairs in front of her and looks at her as he runs a comb through his hair. Several students walk past her, giving her the occasional glance. Behind her a guy with blue hair comes walking at a quick pace. She hears a locker slam behind her and spins toward the noise, noticing the guy quickly heading toward her, she grabs him by the front of his shirt and shoves him into the wall.

"I promise you won't even get the chance to try!" says an agitated Buffy

The teen looks at her confused. "Try what?"

"Uh... I-I'm sorry."

"I'm still not too clear on what I'm supposed to try."

"Nothing. I just… God I'm so sorry." she said as her face points to the ground

She moves away from him, before looking both ways down the hall and heading off in the direction she was originally headed.

The boy moves away from the wall and shudders, "She should really cut back on the caffeine."

* * *

><p><strong>SHS Library<br>****Afternoon**

"I wish there was more that we could do for her." Willow huffed as she was going through a large volume on the counter.

Giles walks out of his office cleaning his glasses. "Well for the moment we're doing all that we can. The best thing for us to do right now is to figure out what was in that book that was taken."

"I know, Giles. It's just that I-I've never seen Buffy look so… defeated. She just took off to who knows where."

Xander walks into the library, "Well where ever she went it wasn't home. I must've let the phone ring I don't how many times, but no one picked up. I hung up when I remembered that Mrs. Summers is out of town."

"Well maybe she just unplugged the phone." Giles offered

"Giles this is 16 year old girl where talking about here." Xander said with a roll of his eyes

A nod from Willow followed in agreement.

"Well, perhaps my words of caution were a little too… alarming."

"No, you think." Xander's sarcasm easily noted

After she had left the library, Buffy had walked through the slowly darkening streets of Sunnydale. No real thought of a destination in mind. Eventually, Buffy's path lead her back to her house. Afraid of what might be waiting for her inside, she glanced around the neighborhood before she starts walking again. Arriving outside of Angel's apartment not much later, she tried to turn the knob, but it's locked. A little application of slayer strength remedies her problem and she enters.

Moving further into the apartment, she tried calling for Angel to see if he was home or not. With no response, she looks around as she continues in and passes an elegant antique armoire. Finally she finds his unmade bed, and slowly walks over to it and sits down. Taking in a deep breath and letting it out slowly, Buffy tries to forget about the day's events. A moment later she lays herself down on the bed, resting her head on his pillow and curling up. She hugs her arms close to her heart before she falls asleep.

* * *

><p><strong>SHS Library<br>****Morning**

Giles is in his sitting at his desk studying a book . He pauses for a moment to pick up the phone and start dialing before resuming his earlier task.

"Hello Xander?"

… …

"No, no, I-I haven't heard from Buffy yet. I-I think it would be for the best if you should go over to her house and check to see if she's there yet."

… …

"Well right away would probably be the best."

… …

"I-I don't know, get Cordelia to drive you."

He hangs up without waiting for Xander's response. Picking up the book he's been reading he heads back into the main room. He sees Willow asleep in front of the PC, her head resting on the keyboard. He closes his book and crouches slightly, gently placing his hand on her shoulder to wake her up.

"Willow?" he whispers

Willow wakes with a start and sits bolt upright, "Don't warn the tadpoles!"

"Are you alright?"

"Giles, what are you doing in my room?"

"It's the library, Willow, not your room. You fell asleep."

"Oh! I…" she squeaks out in embarrassment

"Don't warn the tadpoles?"

"I... I have issues with frogs. Listen I'm sorry I conked out."

"That's nonsense, Willow. You've gone quite beyond the call of duty. But be that as it may I think I may have found something… unfortunately."

"You did?"

"Yes, I found a description of the missing Du Lac manuscript. It's a ritual, Willow. Now, I haven't managed to… um…. decipher the exact details, but I believe the purpose of the ritual is to

restore a weakened and sick vampire back to its full strength."

"A vampire like Drusilla?" worry creeping into her tone

"Exactly."

* * *

><p><strong>Summers Residence<strong>

Pulling up in front of Buffy's house, Xander and Cordelia climb out of her car. Cordelia complaining still going on since she picked him up ten minutes ago.

"I still can't believe you. You dragged me out of my nice comfy bed for a ride? What am I, mass transportation?"

Xander stops short and turns back to Cordelia. _'The oh so many jokes I could tell',_ he thinks. "While that comment could be taken in so many ways, I'm just gonna let it go okay."

"Oh, great, so now I'm your taxi **and** your punching bag."

"Oh c'mon Cordy, you can give just as good as you take. Besides who else can keep me on my toes when it comes to trading witty barbs."

Climbing up the steps to the porch he knocks on the door. With no answer he tries to look through the glass to see if he can see any signs of someone being there.

"Buffy!" Xander yelled. When he doesn't see anyone stirring inside he walks over to the front window.

"Xander if she didn't come when you knocked on the door, yelling her name out like she's a puppy isn't gonna do anything either. Let's just get out of here, I still want to get some beauty sleep."

"You're beautiful enough, Cordelia. Besides if you wanna be a member of the Scooby Gang, sometimes you gotta be willing to be inconvenienced every now and then."

"Oh, right, because I lie awake at night hoping you tweakos will be my best friends."

With no sign of anyone coming to open the door, Xander starts looking for an open window to try and crawl through. The large windows in front proving to be a no go.

"And that my first husband will be a balding, demented homeless man."

Xander eventually finds one of the side windows to dining room unlocked. "Buffy could be in trouble." he says as he starts climbing in through the window.

"And what if she is? What exactly are you gonna do about it? If you haven't noticed Buffy's the one with the super powers around here not you."

"Well, that may be true, but at least I care enough to make sure. I know that you've got your issues about things, but I thought you were a better person." Xander answers her as he opens the front door for her.

For a moment Xander's comment surprises her. "Fine what do you want me to do."

"Alright I'm gonna go check upstairs. I want you to look around down here and see if you can find anything that might tell us if she even came back last night."

Cordelia comes in and closes the door behind her and begins her task. Xander climbs the stairs still calling out her name.

Cordelia twirls her keys around her finger as she walks into the living room and looks around. She starts to head for the dining room when she hears a knocking at the door and goes to answer it. Opening it, a man is standing there in a gray suit and tie with a large case in his hand.

"Good day, ma'am. My name is Norman Pfister and I'm a consultant with Blush Beautiful Skin Care and Cosmetics. I was wondering if I might interest you in some free samples?" the smiling salesman says holding up the large case.

Cordelia's face lights up at his comment, "Free?"

She steps aside to admit him and closes the door.

* * *

><p>"Buffy you up here? Oly oly oxen free."<p>

Xander slowly walks around the upstairs of the house pausing at Joyce's room before continuing on. He walks into Buffy's room and sees that her bed is still made. Moving over to sit on her bed he picks up her stuffed pig "Mr. Gordo" and smiles. He keeps looking around her room for a few minutes still playing with the doll before setting him down and reaching for the picture on her stand.

It's a picture of the three of them, taken a few days before Buffy left to spend the summer with her dad in LA. As he's leaning over to put the picture back he gets that feeling like someone is walking on his grave, as a sense of dread passes over him. Standing up he looks around for a moment before he quickly leaves the room. As he starts to walk back downstairs to check up on Cordy he can hear her voice talking with someone.

"…Do you have anything in raisin? I know you wouldn't think so, but I'm both a winter and a summer." Cordelia asked picking out a nice lipstick.

"Nine ninety-nine, tax included," Norman spoke in a completely even tone. "Say, are there any other ladies of the house around?"

"Nah, they're not at home right now," Cordelia answered, checking out some mascara.

A dark gleam appears in his eye as he slowly begins to approach Cordelia, her back to him as she keeps trying out the makeup. Before he can get too close Xander comes back down the stairs.

"Buffy wasn't upstairs either. Who's your new friend?"

"Oh this is just Norman. He sells makeup."

"Oh…really." For some reason Xander's stomach feels ill just looking at the salesman.

Cordelia turns back to Norman to ask him about his eyeliner, but instead swallows a scream as she notices a worm run along the man's cheek. She begins to back away from him as she watches another mealworm crawl across Norman's cheek and into his right ear. Her arm is suddenly grabbed and she finds her self pulled behind Xander as he moves in front of her to protect her.

"You know what, Norm, I don't think we're gonna be buying anything you're selling."

The "salesman" smiles before he rushes Xander and Cordelia. Moving Cordelia away from them Xander throws a powerful fist at the advancing creature, but when it connects the salesman collapses into a large pile of mealworms. It's only momentary as the demon quickly reassembles itself.

"C'mon Cordelia we've got to go."

He breaks into a run, grabbing Cordelia and leading them away as Norman transforms into a mass of mealworms once again and gives chase. Xander and Cordelia run into the kitchen and head for the back door, but Norman is already there waiting, just finished reforming. Cordelia screams, and Xander grabs her hand pulling her back in the other direction. He opens the door to the basement and they hurry in, locking the door behind them. The worms are starting to crawl in from under the door, but the two teens stomp on the ones that get in.

"Okay this isn't gonna work. We need something to cover the bottom of the door with." before he can tell her to go find something Cordelia hands him a roll of duct tape she found hanging on the wall.

With that problem taken care of the teens head down into the basement to see if there's another way out, but unfortunately the windows prove to be too small for either of them to fit through. Xander sits down to try and figure out a way for them to get out. Cordelia alternates between pacing back and forth in an agitated state or sitting down complaining. They sit there for about an hour, but it eventually starts to become too much for Cordelia to handle.

"Cordy would you just calm down? You're starting to give me a headache."

"Why should I, when all you're doing is just sitting there. You should be thinking up a plan to get us out of this."

"Well, Ms. Chase, for your information that's exactly what I'm doing. In fact I already came up with a couple of ways by the time we got downstairs. The problem, is the fact that the only options we have immediately available cause too much damage to Joyce's house. And while I am all for getting rid of worm bait and getting the hell out of Dodge, destroying her house in the process isn't something I'm willing to do just to solve our little predicament."

"Are you nuts or something? Just what the fuck am I supposed to do? Waste away down here with you? Ha, no thank you!" Cordelia yelled and she started to head for the stairs.

Xander jumps up to block her path, "What are you doing?"

"Duh, I'm going to see if the freak is gone!"

"And if he's not?"

"Oh that's right! You wanna just sit here until you can think of something that won't scuff up the floors or get the carpet dirty."

"I'm sorry if I don't want to cause some serious property damage to my best friend's house. And let's not forget which genius it was that let the assassin inside the house in the first damn place. I mean really, Cordy, didn't your parents ever tell you not to talk to strangers."

"HE LOOKED NORMAL!" she screamed

"Well what exactly were you expecting. A little tattoo on his forehead that says demon or maybe one of those personalized business cards 'Norman Evil Demon Assassin For Hire'. All it took was the prospect of a free makeover, and you were licking his hand like a big, dumb dog!"

"You know what? I can't take this anymore I'm leaving."

Xander raises an eyebrow at her, ready to let her go. She stops at the foot of the stairs and faces him again.

"I'd rather be worm food than keep looking at your pathetic face!

"Well go ahead I'm not stopping you anymore. Besides it'll give me a chance to figure out a way to get rid of our unwanted house guest without blowing things up."

"I bet you wouldn't! In fact I bet you'd let a girl go off to her doom all by herself!" she accused him as she moved closer to him

Xander moved closer to her as well, "To be honest no I wouldn't, but then again your not just any girl Cordelia."

Standing so close to each other, their eyes lock together for a moment before they throw themselves at each other. Their lips locked together as they kissed deeply, passionately. It goes on for several seconds before they suddenly release each other and stare in shock.

"We need to get out of here." Xander muttered

Cordelia nodded agreement as they both head for the stairs. They stop at the top as Xander suddenly has an intense look on his face. It kinda reminds her of the face someone makes when they're trying to hold something in…or force something out. It only lasts for a moment before he lets out the breathe he was holding.

"What was that about?"

"Huh? Oh… I was trying to get my Spider-Sense to go off again. When I was upstairs earlier it went off, that's why I came back so quickly. I'm trying to get it to work now, but it's a no go. I guess we'll just have to do this the old fashioned way. "

Reaching down Xander grabs one end of the tape and pulls it off. There aren't any worms on the other side so Xander unlocks the door and opens it slowly. They both poke their heads out and look out into the room for any sign of the assassin. Xander steps out and peeks around the corner down the short hall to the dining room. The coast seems clear, so Xander starts moving for the front door with Cordelia following a few feet behind him. The two teens make it safely to the front door, but Cordelia remembers she set her keys down when she was trying out the makeup products. Xander cracks the door and keeps looking around outside to see if he can see the demon anywhere when his Spider-Sense goes off. Turning around he reaches out for Cordelia to keep her from walking into the trap, unfortunately the only part of her his fingers were able to find purchase was on the collar of her button up dress. The sudden yanking reels Cordelia away from the danger, but it also pops the four top buttons off.

Before she even has a chance to yell at Xander for manhandling her she sees what he was protecting her from as the assassin in worm form starts to rain down from the ceiling. Xander already has the door open and the two of them run from the house. Without her car keys they keep running down the street and head back for the library. Eventually Cordelia has to stop and catch her breathe giving Xander a chance to see if it had decided to follow them, which thankfully it didn't .

"Damnit, Xander! You left my car back there with the worm guy." Cordelia told him with dread

"Last time I looked, Cordelia, bugs don't eat cars. I'm pretty sure that you car is gonna be just fine." Xander sighed

"Oh yeah, well what about what you did to my dress? Look at it!" she yelled at him.

And of course he did except that while she was trying to show him the buttons that had been ripped off, his attention had been drawn to the tantalizing amount of cleavage she was showing. The lacy white bra she was wearing wasn't helping things out either as it was contrasting against her tanned skin. His inner pervert was even informing him that he could see her dark nipples shadowing through.

Of course that was when she decided to look back up at him and see exactly where his eyes were drawn.

"Pervert!" She growled, covering her breasts with one arm as Xander turned away.

He gave her an apology as she took the shirt he was offering and buttoned up. "So what now?"

"Same plan, we head to the school and tell Giles what happened. Hopefully he's heard from Buffy by now."

* * *

><p>While Xander and Cordelia had been having their encounter with the Tarakan, Buffy had come across and unexpected companion of her own. While she had been sleeping at Angel's, Buffy had been attacked by a woman around Buffy's own age that had proved to be just as skilled and powerful as she was. After a short, but nonetheless impressive, fight the girl introduced herself as Kendra. It turned out that Kendra was a vampire slayer.<p>

* * *

><p>"Giles. Ohhhh Giles!" Buffy called distraught as she entered the library. She took in Giles reading a book over by the table. "I think you and I have some thing we need to talk about. Like the fact that you didn't tell me there was another slayer running around."<p>

Giles winced at Buffy's tone. "Buffy, sit down." The original slayer continued glaring at him before sliding into a chair. "I promise you, Buffy, that I had no idea that there was another slayer. If I had I would have told you. I would never have held something of this magnitude from you.."

Kendra walks into the library not long after Buffy and studies her new surroundings, walking around the room before coming to stand near Buffy. As Giles and Buffy are talking about the sudden appearance of a new slayer Willow comes bouncing into the library with a smile on her face. Kendra immediately marches around Buffy to intercept her.

"Hi guys." Willow says in greeting

"Identify yourself!"

Willow is taken aback and her smile quickly fades into a frown.

Buffy moves herself in-between Kendra and Willow, "Calm down newbie. This is Willow, my friend."

Kendra glances at Willow, a look of puzzlement in her eyes. "…Friend?"

Buffy nodded to her, "Yeah. As in person you hang with? Amigo?"

"I don't understand."

"You weren't dropped on your head as a baby were you?"

"Kendra, there are um…a few people, civilians if you like, who know Buffy's identity. Willow is one of them and they also…um…spend time together, socially." Giles interrupts

"And you allow dis, sir?"

"Well, uh…"

"But de Slayer must work in secret for security."

"Yes, of course, but with Buffy however, some…flexibility… is required."

Buffy gives Giles a look at his comment.

"Why?"

Willow interrupts them as her confusion gets the best of her, "Hi, guys. Um w-what's going on?"

"Apparently there's been a really big mix-up." Buffy comments to her as she sits across from Willow.

"Yes, it would seem that somehow that a… uh… another Slayer has been sent to Sunnydale."

"But how's that even possible?" Willow asked

"Well to my knowledge, it's not. A new Slayer is only called after the previous Slayer has died. And…good lord! You were dead, Buffy."

"It was only for like a minute. I wasn't even dead dead, just kinda dead."

"Apparently it doesn't matter for how long you died, just the fact that you did. And with your death was the activation of the new slayer, Kendra."

Kendra turned wide eyes on Buffy, "You died?"

"She was drowned, but one of her friends revived her by performing CPR." Giles collapses into a chair as he takes his glasses off. "To be honest, nothing like this has _**ever **_happened before. I… I'm actually quite stumped on where we go from here."

"What's to be stumped over? It was a mistake, she isn't supposed to be here, so she goes home!" Buffy turns to Kendra before continuing, "Look, no offense, I really don't mean this personally, but I'm not dead and frankly having you around here is creeping me out a little."

"I cannot just leave. I was sent here for a reason. Mr. Zabuto said all de signs indicate dat a very dark power is about to rise in Sunnydale. He believed dat dere would be a better chance of success if the forces of darkness did not know I was present."

Before Kendra could answer, Giles whispered, "Drusilla." The three girls looked over to him, as he continued, "We found a ritual from one of Du Lac's work, it's used to restore a weakened master vampire back to full strength. The only thing working in our favor is the fact that the ritual must be completed on the night of a new moon."

"Um, Giles… that's tonight." Willow said eyes wide with concern.

"Good lord! At least now I now why the Order of Taraka suddenly showed up. It makes sense, since with Buffy being preoccupied by the assassins, Spike would be free and clear to perform the ritual and restore Drusilla to her full strength.

The door to the library blasted open as an out of breathe Xander and Cordelia ran in. Kendra went rigid, and looked down.. "Speaking of the Order," Xander said, apparently having heard Giles's words, "We just had a little run in with the freakiest… hello." he trailed off as he finally noticed Kendra.

Kendra continues to look at the floor, humbling herself before Xander.

"Forgive me, children. Xander, Cordelia I'd like you to meet Kendra… The Vampire Slayer."

"You know I can just hear the capital T on the." he joked

"Yes, well apparently after Buffy drowned, by all forces concerned, she was dead and the slayer essence passed on. Even though you were able to save her, Kendra had been activated as the next slayer by that time."

"Wow…" Xander said before turning to face Kendra, "…So slayer huh? How's that working out for you?"

Kendra tried to respond to him, even trying to half way glance at him. But she became flustered and very much aware of Xander's physique, the muscles showing underneath the short sleeve shirt, the muscles of his legs covered by jeans. Her halfway glance up also made her aware of something else covered by those jeans. "I… uh… tank… um, I mean, sir, um…. I will be of service." Buffy rolled her eyes in disgust.

"Well, it's good to help people out" Xander answered with a smile.

"Xander, this… um, assassin you and Cordelia encountered, what did he look like?

"Pretty much like a walking talking buffet for fish!" Cordelia spat

"Xander, what is it with you and bug people?" Buffy asked with a grin

"Oh, but this is different. Praying Mantis lady **was** a bug, this was a guy **of** bugs, there's a big difference you know. I tried to hit him at first, but he just kinda broke down into a pile of worms. That's his shtick, guy one second and a mass of bugs the next."

"Well the important thing is that the two of you are safe. But this is just further proof that we are under attack. All of you must be tremendously careful."

"…Actually Giles I kinda left something out. While we were at Buffy's, bug guy tried to set a trap for us. I don't know why he let me pass, but when Cordelia tried to go back for her keys he tried to attack her. Right before he did… my spider-sense went off. In fact while I was looking around upstairs for Buffy it went off when he came in the house."

"What is dis spider-sense?"

"Last Halloween everyone got changed into whatever costume it was they were wearing. Xander went as a comic book character called Spider-Man. After it was over everybody changed back, but lately things about the character have been mixing in with Xander. He's been getting really smart lately, like Willow smart, and he was moving really fast once when he slayed a vampire. It was almost as fast as I could move." Buffy informed Kendra

"…Really?"

"Yeah, the only problem I have is that right now I can't really control it. In the comics Peter Parker could use it to tell if their was danger around before he even got into whatever situation he was in, but for me it seems like it's by reflex only." Xander explained

"You know speaking of traps" Buffy looked up and settled her gaze on Kendra, asking her, "There's one thing that's still bugging me though." Buffy smirked but didn't notice the glares Cordelia and Xander were giving her. "How come you attacked me?"

"Because I tought you were a vampire."

"And why is that exactly?"

"I had good reason to teenk you were a vampire. Did I not see you kissing one?" a little anger seeping into Kendra's tone.

Willow stood up in defense of Buffy, "Buffy would never do that . . ." but then Willow frowned, ". . . except that sometimes you do that." Buffy gave Willow a look of confused betrayal. Willow didn't see the expression as she continued, "But she only does that with Angel… right?'"

"Of course!" Buffy answered

"Angel?" Kendra asked with a frown. "Do you mean Angelus? I've read about him. He is a monster."

"Actually that's not true anymore." Giles said cleaning his glasses

"He's got a gypsy curse now." Buffy explained.

"He has a what?"

Xander explaining, "A long time ago Deadboy bit someone that he shouldn't have and her family decided to stuff the soul of the guy he was, before becoming a vampire, back inside the body." Xander explained

"He looked to me just like anodder animal when I..." Kendra started, but stopped the moment she saw Buffy turn her head and glare at her.

"When you what!" Buffy hissed, closing in on the other Slayer. "When you did _**what**_!"

Kendra swallowed, as she could feel the hate radiating off of Buffy. "…When I locked him in the basement of dis dingy bar dat faces eastern." she explained, seeing Buffy's eyes widened with fear and rage.

Before Buffy had a chance to demand that Kendra take her to Angel, Xander walked up behind her. "Buffy I know what you're planning to do so just be careful. We know that at the very least bug guy is still out there so be on the lookout."

She offers him a smile before she grabs Kendra's hand and leads her out of the library.

'_I got a _**BAD **_feeling about this.'_, he thinks as he watches Buffy drag Kendra out of the room

* * *

><p><strong>Willy's Bar<br>****45 minutes later**

Breaking the lock on the door, Buffy walk into the basement room.

"Angel?"

Kendra walks inside of the cage where she left him and looks around, "No ashes."

"What?"

"When a vampire combusts, it leaves ashes on de ground."

"Yeah, I already know the drill."

"So I did not kill him." Kendra calmly stated

"And I don't need to kill **you**." Buffy growled

Kendra took a step closer, "You could try."

Turning away from her, Buffy walks back up the stairs. Kendra follows shortly after. Reaching the top Willy walks out of a door leading to the backroom.

Kendra quickly lashes out grabbing the short man and pushing him against the bar counter.

"Doesn't anyone just say 'hello' where you come from?"

Kendra looks at Buffy before turning back around and slamming Willy against the counter again. Rearing back about to punch him, Buffy reaches around to grab the second Slayer's arm.

"Dis one is dirty! I can **feel** it!" Kendra exclaims

"That's really good for you, Percepto Girl, but we're not gonna get anything out of him if he's, oh, say… unconscious." Grabbing Willy to get his attention Buffy asks, "Where's Angel?"

"My buddy Angel? What you think I'd let him fry? I saved him in the nick! He was about five minutes away from being a crispy critter."

"So, where'd he go?"

"Uh, he said he was gonna stay underground. Y-You know, recuperate."

"You wouldn't be lying to me now, would you Willy?"

"I swear on my mother's grave! Should something fatal happen to her, God forbid."

"Den he is alright. We can return to your Watcher for our orders.

"I don't take orders. I do things my way." Buffy said as she let go of Willy

"No wonder you died." Kendra whispered

"Fine, let's get out of here."

They start to leave and head back when Willy steps away from the bar.

"Hey, I gotta ask you two something." Buffy and Kendra stopped, and turned around. "Has either of you girls ever considered modeling? I have a friend with a camera and he's really good. Strictly high-class nude work. You know, art photographs. But naked."

Buffy and Kendra exchange a look and just walk out without a word.

* * *

><p><strong>SHS Library<strong>

After having returned to the library Buffy and Kendra had joined in on researching what they could about the Tarakans. Buffy was currently reading through a book with pictures and information on known Tarakan assassins trying to find Xander's bug guy. Said Scooby was sitting across from her at the table reading through another book dealing with the order's history . Kendra was currently conversing with Giles over by the racks talking about some book she had read.

A hand on her shoulder brought her out of her day dream. "Buffy, its time for us to go."

Looking at the clock she sees that it's time for her and Xander's scheduled meetings for career week. "Hey Giles me and Xander have to head out for the career fair thingy."

"Best make an appearance then."

"C'mon Xander lets go see what our futures hold." The two teens quickly gathered their things as they left the library, with Buffy turning right, while Xander headed left.

Walking down the hall Buffy comes across Willow, who is staring at the career fair name display with a frown. "Hey Will, what's up?"

"Nothing. I-I just want to know what I did wrong. I mean this isn't suppose to be the kind of test you fail, u-unless you're a sociopath."

"I'm sure its nothing, I mean look at it this way at least you don't have to go to the…" Buffy pauses as she looks over the list to see where she has to go, "… law enforcement seminar."

Before Willow can comment, two men in gray suits walk over to the chatting teens.

"Ma'am are you Willow Rosenberg?" turning to faces them, Willow slowly nods as a response. "Very good. Could you come with us, please?"

"Excuse me?"

"Please, this way Ms. Rosenberg."

Buffy smiles at Willow's wide eyed gaze as the two men take her by her arms and guide her over to a curtained-off area of the lounge. They pull the curtain aside for Willow to steps through as they allow them to fall shut behind them after they follow her inside. A waiter in a white jacket and black bow tie holds an hors-d'oeuvre tray up for her.

"Try the canapé'. It's excellent." Recruiter 1 says from behind her

Willow shakes her head to the waiter, and he immediately departs.

Looking around the room she notices two other occupants besides herself. One is a boy with blue highlights in his hair, the other she recognizes as Warren Mears a classmate in her science class.

"What is all this?" Willow says, a hint of panic escaping into her tone.

The second recruiter steps forward, "You've been selected to meet with Mr. McCarthy, head recruiter for the world's leading software firm. His jet was delayed by fog at Sea-Tac, but he should be here any minute. Please, make yourself comfortable."

Willow moves to take a seat by the man with blue highlights, "But I never even got my test back."

"The test was irrelevant. We've been tracking you for some time."

"Is that a good thing?", a worried Willow asked

"I would think so. We're extremely selective. In fact, there were only two other Sunnydale students to have met our criteria."

Without another word the two recruiters turn and leave through the curtain. Willow is a bit stunned, but stays nonetheless. The student sitting next to her on the couch is studying another tray of canapé'. He notices someone sitting next to him and turns to look.

"Hi, I'm Oz… canapé'?"

* * *

><p>Buffy sits down at the front of the classroom, already wishing for the whole thing to hurry up and be over. As the students finish filing into the room and taking there places a woman dressed in a Sunnydale PD uniform walks in and closes the door.<p>

"Good morning everyone. My name is Officer Patrice Williams. Now I'm gonna be taking attendance so listen up and answer when I call your name. Eric Richards…", a blonde boy sitting in the back raised his hand. "… Michelle Simmons.", a girl two seats away from Buffy answers.

"Is there a Buffy Summers here?"

Buffy raises her hand in response. She watches as Patrice calmly puts the attendance clipboard down after marking her present. Her eyes quickly grow wide as she quickly draws her gun and aims it at her. Buffy's supernaturally enhanced reflexes allows her to react in a flash as she rushes the recruiter pushing her weapon, and the hand holding it, up into the air as the first round goes off. Panic sets in throughout the classroom, as people start to run for the room or try and duck for cover. Buffy continues struggling with the assassin, as another round goes into the ceiling. She slams a knee into the woman's gut causing the assassin to drop the gun and fall to the floor. Taking the opening granted, Buffy dashes from the room through the open door, nothing on her mind except to get away. Patrice gets to her knees and pulls out her backup gun. Taking aim she fires several shots at Buffy as she dives over a table in the lounge. She stands up again and looks around at everyone.

"EVERYBODY GET DOWN!" she screams at the people around her.

* * *

><p>'<em>Oh frabjous day, callooh, callay!'<em>

For the last 10 minutes Xander had been standing outside the room for his scheduled seminar. Apparently the speaker had gone to the bathroom and would be "right back". And thus here he was with a dozen other students forced to wait. As he was waiting, Xander noticed Willow and a guy walking out of a room down the hall and since his previous engagement was otherwise stalled, he decided to burn the time with his best friend.

As he gets closer to them, several shots sound out from further down the hall before only silence is heard. Suddenly Buffy appears from around a corner as she rushed down the hallway towards them, the assassin coming into view and taking aim. Once again Xander's new abilities kick in, as with a sudden increase in his speed, he reaches for Oz and Willow and yank them to the ground. He reaches up and pulls a frozen Amy Madison down from her open locker just as several more shots are fired. Buffy easily dodges them from such a distance, but had Xander not reacted in time Oz, Willow, and Amy would have been struck by several of the bullets. Missing her quarry momentarily Patrice continues down the hallway after her. She pauses against the wall to peek around the corner and down the hall, before continuing on.

"Are you guys okay?" he says checking them both over

"Uh-huh."

"We just got shot at. That was just… wow!" Oz said, clearly on an adrenaline high

He looks over to Amy who had yet to respond as she stares down at her hands.. "Are you okay, Amy?" He stops for a moment to let her answer, but realizing that she's probably still shocked from what almost happened he snaps his fingers in front of her eyes bringing her back into focus.

"…What?" she whispered

"I asked if you were hurt."

She shakes her slowly before staring at her hands again.

"Alright you guys stay here. I'm going after them and see if I can't give Buffy a hand."

Racing down the hallway and around the corner Xander sees Buffy and Kendra standing off against the assassin, who has now taken Jonathan Levinson as a hostage. The standoff only lasts for a moment before the assassin tosses Jonathan at the twin Slayers and flees from an exit behind her.

* * *

><p><strong>SHS Library<br>****Afternoon**

"She was definitely one of the Taraka gang, Giles, and **way** gun happy." Buffy commented

"Well at least we can be grateful that none of you were hurt."

"I-If it wasn't for Xander me, Oz, and Amy would have been killed." Willow added

"At this point I can honestly say I've never been more grateful for one of Ethan's stupid pranks. But I'm afraid that a little extra speed isn't going to be enough for us this time. I-I've finished discovering the remaining keys to Drusilla's cure. The, uh, the ritual requires that, her sire be present, and it must take place in a church on the night of the new moon."

The assembled group suddenly begins to grow concerned.

"But de new moon is tonight."

"Exactly. And I am positive that the assassins were sent here in order to kill Buffy before she could interfere with the ritual."

Buffy moved over to stand beside Giles, "Giles when you said they need Drusilla's sire. You mean the vamp that made her, don't you?"

"…Yes."

"Buffy, what is it?" Willow asks after seeing the forlorn look on Buffy's face

"Angel… I mean Angelus… he's Drusilla's sire."

"Shit." Xander muttered

"They must have gotten to him after Kendra locked him up in Willy's basement." Buffy turned to Giles as fear began to creep into her voice, "This ritual w-will it…"

"…Yes, I'm afraid so." he answered in response to her unfinished question

Buffy lifts her gaze from the floor, a cold look passing over her face. "That is it!" she hissed. "If they want to play things that way then fine. No more Ms. Nice Slayer!" Everyone stared at her , surprised looks on all of them at her outburst. "Tonight is Spike's last night on this planet. Giles, we need to find where this ritual is gonna take place and fast!"

"Don't worry, Buffy, we'll save Angel." Willow says as she hops onto her laptop

"Angel? But our priority must be to stop Drusilla!" Kendra says as she becomes flustered by Buffy's concern for her boyfriend

"Look, you've got your priorities, and I've got mine. And for right now they mesh. So, are you gonna help me stop them or are you gonna get out of my

way?"

"Fine, I will help you." she eventually sighed

* * *

><p><strong>Spike's Warehouse<strong>

Angel's prone form is bound to a bed in Drusilla's room, his arms spread wide to the two poles. Drusilla walks into the room with a small chest. She runs her hand across the lid of the elegant wooden box labeled 'Holy Water'. Singing quietly to herself she removes the lid and takes out a small crystal pitcher as she sits on the bed next to him and uncorks it.

"Daddy," Drusilla said in a whimsical tone. "I remember my daddy, he was nice. He used to bring me presents." she pours a small trickle onto his chest as it steams and burns him. Angel jerks his head back screaming out in pain. "But then the mean old Angel-beast made daddy go away." more of the offending water is poured on him, ripping another scream from Angel.

"Oh!" Drusilla exclaimed happily, the sound of his pain bringing joy to her unbeating heart.

"Careful there, love. We're gonna need Droopy there if we want to make you strong again." a voice rings out from by the entrance.

Spike walks over to stand beside the bed near Drusilla, a look of amusement on his face as he stares down at Angel.

"Is it time, Spike?", she asks as she turns to her lover

"It sure is, Dru. I just came to get you and our "guest" , so we could head on out. Pretty soon you'll be as strong as ever and then we can have all the fun we want.", he brushes the back of his hand against her cheek before leaning down and kissing her.

Angel grimaces slightly at the publicly display of affection, but it quickly passes.

"And as for you well… sorry to say that you won't be around anymore. I almost think I feel bad about it, it was kinda nice getting the family back together again. On the other hand I think it was just a bit of indigestion." Spike joked

* * *

><p><strong>SHS Library<br>****Evening**

Buffy and Kendra are inside of Giles's office getting more stakes ready for the upcoming battle. Kendra calmly watches as Buffy sits their angrily whittling away at a stake before she turns away from his sister slayer to watch the other outside the windows. Buffy's friends were busy getting ready for the fight and trying to figure out where Spike would be. With her keen hearing she hears Giles complain about there being 43 different churches in Sunnydale. She looks over towards the table and sees Xander gathering weapons of all types and Cordelia loading up several crossbows. She tilts her head in confusion as she watches Cordelia sneaking glances at Xander every now and then. She turns her attention back to Buffy as she tosses her finished stake into the growing pile

"You have an interesting group of friends."

Buffy looks up from her whittling and smiles at Kendra, "And I wouldn't trade em for the world."

"And you are okay with dem being a part of this?"

"No, but at the end of the day we depend on each other to keep everyone alive. I'm not always gonna be on my A-game and having someone backing me up helps even the odds. Besides, friends watch out for each other, even when you don't want them to."

"Hmm."

Outside in the main room, Giles is pacing back and forth as he goes through another one of the tomes in his collection. This particular one was turning out to prove much better luck as an entire chapter was based entirely on the Order of Taraka's members. Turing the page Giles finds a drawing of the bug demon that had attacked Xander and Cordelia earlier.

"Xander, if you could come here for a moment. I believe that I've finally found the assassin that attacked you earlier."

The three teens walk over to have a look.

"According to this, he can only be killed when he's in his disassembled state. Somehow we are going to have to figure out a way to keep him from reforming long enough in order to destroy him."

A beeping noise alerts Willow to her search results being finished. Moving to look over what came up, Willow suddenly gets an ecstatic look on her face. "Ooh Ooh! Guys I found em, I found where they might be ."

Buffy and Kendra walk out of the office just as they hear Willows proclamation.

"Where are they, Wills?", a hint of urgency in the slayer's tone

"All I had to do was enter in some parameters for the search like churches that are closed down, being renovated, not holding mass. It took the 43 churches in Sunnydale and narrowed them down to 6. It's still kind of a big number, but at least it's something…right?"

"It's more than something, Wills.", her blonde friend offers, "Now all we gotta do is figure out which one is it, then it's game on."

"…Angel!" Kendra says suddenly, the group turning around to look at her. "When I came across him he was threatening de weasel at de bar, I tought he wanted to eat him, but if Angel is good then…. "

"Then it probably means Willy knows where Spike's gonna perform the ritual.", grabbing a sword from the table and several of the stakes she starts to head for the exit, "C'mon Kendra we got a little man to beat up!"

Kendra starts to follow her sister Slayer when Giles screams out, "Buffy wait!"

"We're running out of time, Giles!"

"I know, Buffy. But except for the woman earlier, there have been no other attempts by the Tarakans to get to you. I fear that after their earlier failures, Spike will be keeping them close by in case you show up. At the very least there will be two of them… be careful, Buffy."

With a firm nod the two slayers head out for their destination.

* * *

><p><strong>Willy's Bar<strong>

Not long after leaving the library, Buffy and Kendra arrived at their intended destination. Bursting through the door, Buffy watches as Willy jumps behind the counter, a look of terror in his eyes as he sees the two girls walking towards him. Deciding that discretion is the better part of valor he turns around to run, but the Slayers were much faster. Crossing the small distance with little effort, Buffy grabs him by the back of his jacket and yanks him off his feet.

"Alright Willy time to spill your guts.", Buffy growled before lifting him from the floor and tossing him against the bar counter.

"Please don't hurt me! I'm just a simple business man!", Willy whimpered

"I'm gonna give you one chance and once chance only , Willy. Where… is… Angel?", she emphasizes with a sudden jerking

"Ah! Honest! I don't know where Angel is!"

"Alright what about the ritual Spike has got going on?"

"I-I don't know anything! Everything's been real hush hush y'know."

"Just hit him, Buffy. It might loosen his tongue." Kendra says

Buffy smiles at Willy as he pales at the suggestion, "She likes to hit things."

"You know what, I think I did m-maybe hear something about this r-ritual. Yeah, I-I... it's all starting to come back to me."

"Good…now show me!" Buffy says as they drag him from the bar.

Buffy and Kendra are eventually led to a large church on the outskirts of town. It seems they're in the right place as, four vampires patrol the outside of the building.

* * *

><p>Further down the street Xander, Cordelia, Willow, and Giles trail out of sight of the two slayers. Having realized that Buffy and Kendra alone wouldn't be enough to go against the Tarakans and whatever else Spike had planned, Xander had convinced the other Scoobies to try and follow after Buffy. Already knowing where she was headed the gang had waited across the street in an alley, and was rewarded only a couple of minutes later when Buffy and Kendra frog marched Willy out of the building. Trying not to follow too closely they almost lost sight of Buffy and Kendra several times, but eventually they were able to catch up to them when they arrived at a church on the outskirts of the city.<p>

Watching as Buffy and Kendra crouch behind a large bush and peer through, Xander tries to find a way to get their attention without alerting the vampires outside. Spying the pebbles around his feet Xander tosses several of them at the pair before one luckily, or unluckily in this case, beans Buffy in the back of the head.

Even from 20 feet away they hear Buffy's quiet yell of pain, who turns around to find four faces staring at her.

"What the hell are you doing here?" she whispers

"Trying to keep you two from getting killed." Xander whispered rather loudly

Buffy glares at him, before she turns to Kendra and whispers for her to stay put and wait for her, before moving around the bush and out of view of her fellow slayer

"Are you guys crazy, what if something had happened?"

"Buffy, you and Kendra aren't gonna be able to handle go in there alone and expect to walk away afterwards. If you guys go in there by yourselves then I can guarantee that someone isn't coming back. At least this way you two don't have to worry about watching your backs while you fight your way to Angel."

"Alright, but I want you guys to wait for the right moment before you bust in."

"And what'll be the right moment?" Xander asked

She smirks a little before she replies "Trust me, you'll know", before moving back around the bush and over to where Kendra and Willy are kneeling.

She whispers something to Kendra and after waiting a moment for the guards to walk around the building the three of them cross the street and entered the church. Not five seconds after they pass through the doors several vampires walk out of the shadowed corners and follow them inside.

* * *

><p>Inside the church, Drusilla and Angel are chained together just in front of the altar. Spike walks up the main aisle leading to the altar with a swaying incense carrier. The carrier sending the smoke wafting through the entire room. Sitting in the pews and standing along the walls of the room are several vampire minions, up near the front where Drusilla and Angel are standing, the two Tarakan assassins wait in guard.<p>

Spike continues walking around the room as he reads the ancient language from Du Lac's book. "Eligor. I name thee. Bringer of war, poisoners, pariahs, grand

Obscenity."

He turns back to the altar where Angel and Drusilla are standing. Drusilla's left hand is wrapped around Angel's right, tied together above their heads.

"Eligor, wretched master of decay, bring your black medicine."

Spike sets the censer down on the altar and, grimacing from the pain, picks up the Du Lac Cross with his gloved hand.

"Come", holding up the cross upside-down, "Restore your most impious, murderous child."

He grabs the downward-pointing tip of the cross with his other hand and yanks down, pulling out a dagger. He lays the rest of the cross back on the altar.

"From the blood of the sire she was risen."

He takes Drusilla's left hand…

"From the blood of the sire, she shall rise again."

…and with one swift stroke he stabs the blade through their hands. Angel screams in pure agony. A blindingly bright pink light emanates from their joined wounds as a pulse of energy spreads out, and then the light dies back down to a faint glimmer as Angel's strength begins to flow from his body and into Drusilla. She droops backward in ecstasy, at the feeling of Angel's energy moving into her and restoring her.

"Right, then! Now we just let them come to a simmering boil, and remove to a low flame." Spike jokes as he slams the book close and tosses it over a shoulder

The doors suddenly burst open Willy barges inside and strides into the nave with the vampires escorting Buffy and Kendra following close behind.

"It's payday, pal. I got your Slayer."

"HAVE YOU LOST WHATEVER YOU CALL A MIND! WHY THE HELL DID YOU BRING THE SLAYER HERE!" Spike yelled

"Y-You said you wanted her.", the fear evident in his voice

"In the ground you pinhead! I wanted her **DEAD**!"

"S-Sorry, I thought I heard it was one of those, you know, dead or alive deals."

"You heard wrong, Willy. And whose this anyway?"

"I am Kendra De Vampire Slayer."

"Well is that so. Looks like it's gonna be 2 for 1 dinner night then."

While Willy and Spike had been talking Buffy's gaze had been locked on to Angel the entire time, "Angel."

Spike looked back for a moment, before turning to Buffy, " Yeah, I know. It bugs me too, seeing him like that. Another five minutes though and Angel will be dead, so no skin off my back. But don't feel too bad for Angel though, slayer, he's got something you don't have."

"Oh yeah. And what's that?", a defiant look still in Buffy's eyes

"Five more minutes. Patrice, if you would be so kind."

The female assassin draws her gun with a grin, and takes aim at Buffy. Suddenly the door of to the side bursts open and the vampires holding Buffy in place are dusted. With a vicious kick, Buffy knocks the gun out of the woman's hand and follows up with a devastating punch knocking her to the ground. The growing confusion allows Kendra her chance to break free as she slams her right foot into one of the vampire's knees shattering it. The vampire lets go of her arm and collapses to the floor in pain, allowing the slayer to use her freed appendage to deliver a powerful haymaker to her remaining captor and knocks him out.

Buffy and Patrice circle each other as they prepare to fight. The assassin tosses her arms to the side and blade slides out from each sleeve. The vampire that had been holding Kendra gets up from the floor next to them and starts to reach for Buffy when a bolt impales him. He falls and turns to ashes while Giles looks on from the door, still holding the crossbow. Buffy and Patrice begin to fight hand-to-hand. The Tarakan thrusts one blade, then the other at Buffy, but she catches her arms and holds them up as she slams a knee into Patrice's stomach. Buffy follows up with knee strike as she rushes forward and slams into her with a flying double-kick to her face that sends Patrice flying back into the wall.

Seeing that Buffy's attention is on the assassin, Spike tries to attack her from behind, but Kendra intercedes as she leaps over Buffy and lands an overhand strike to Spike and knocks him back. Spike throws a punch at Kendra, knocking her down, and she scrambles to avoid his follow-up kick. Spike tries two kicks, which Kendra easily blocks. Kendra ducks a swing to her head and lashes out with a swing of her own , but Spike grabs her arm in mid-swing and flips her over and onto a table, smashing it. Kendra lays on the ground as she lets out a pained breath. Spike reaches down for her, but Kendra kicks up with both legs into Spike's face and makes him fall backward to the floor. They both scramble to their feet again as Kendra slams a roundhouse kick to Spike's face knocking him back to the ground.

Another vampire tries to get involved in the fight between Kendra and Spike, but Giles stops him as he tries to swing the crossbow into the vampires face, but before it can strike him the vampire grabs it, as the two begin to struggle over it. Rearing back Giles kicks the vampire in the nuts causing him to release the crossbow. Willow jumps up onto his back and starts choking him with her arm as she leans back causing the vampire to follow along. With a clear shot, Giles reaches into his jacket and slams a stake into the vampire's heart turning him to dust.

* * *

><p>A female vampire cries out suddenly before vanishing into dust. Since the start of the fight Xander has been easily picking off preoccupied vampires with his crossbow. Just as he is about to fire at another one that trying to get at Buffy, he suddenly shudders. The sensation causes him to look over to his left and spot Norman standing near the back of the room watching the events going on and waiting for his chance.<p>

"Hey, larvae boy!" drawing Norman's attention to him, "Yeah, that's right, I'm talking to you, you big cootie!"

Norman smiles and starts after him. Seeing that his attention is focused solely on him, Xander scrambles for the doors and carefully steps through as he slams them closes them behind him. He carefully steps over the trap as Cordelia finishes pouring the puddle of liquid adhesive on the ground in front of the door.

"Welcome, my little pretties!" Xander mocks as he notices their prey beginning to fall for the trap

Norman begins to slide under the crack in the door as more of the mass of mealworms starts to get stuck in the adhesive. Almost instantly, Xander and Cordelia begin to stomp on the pile of mealworms and continue doing so for the next couple of minutes.

"Die! Die! Die!" Cordelia screams as she keeps stomping the already crushed demon

Xander puts his hand on her lower back to calm her. "I think he did, Cordy."

Cordelia pauses to look at what remains before the two run off to help with the main battle.

* * *

><p>Kendra jumps over Spike when he tries to knock her legs out from under her. She tries going for another roundhouse kick, but he blocks it. He uses the momentum of the block to spin around and slam his fist into her again.<p>

Patrice gets back up and comes for Buffy. She ducks under a kick from Buffy and lunges toward her with her blades, but Buffy easily blocks her before knocking her arms away. She tries to swing at Buffy's face with one, but Buffy ducks out of the way and hits her with a kneeling kick, knocking the assassin away from her.

Kendra swings at Spike, but her strike is blocked. Spike lands another punch on her.

Buffy punches Patrice in the face and sends her staggering back into the wall again.

Spike punches Kendra again, and follows up with a roundhouse kick. She hits the floor and scrambles back up again.

Buffy notices her getting knocked around, "Switch!"

Bending over, Kendra rolls across her back and takes her place fighting Patrice, immediately landing a punch and knocking her into the wall for a third time.

"I'd rather be fighting you anyway.", Spike remarks

"No problem because the feelings mutual." Buffy retorts before going on the move. She blocks his first punch, before retaliating with a kick to his face and another one in the gut. He doubles over and falls to the floor. Lifting her leg to try and hit him, Spike catches it before it connects and lifts it on to his shoulder, to keep her from using it, as he stands back up. The following left and right punches are captured in his hands, as he holds her in place with no way to defend herself. At least that was the plan until she reared back and slammed her forehead into Spike's nose forcing him to release her.

* * *

><p>Patrice throws Kendra over a knocked-over pew and climbs over after her. She swings at Kendra twice, but misses both times when Kendra ducks. She swings again and this time slashes her in the arm. Kendra grabs her wound and looks down at it.<p>

"Dat was me favrit shirt! Dat was me _**only**_ shirt!" the anger evident in her voice

Now Kendra is really mad, as she unleashes a flurry of blows at the assassin. She lands a kick on Patrice in the back of the knee, causing her to lose her balance. She grabs Patrice by the arm and throws her into a cabinet in front of the organ, smashing it to pieces and finally removing her from the fight by knocking her out. Kendra runs over to join the others.

* * *

><p>Buffy blocks a punch from Spike, followed by another, but then he lands punches to her stomach and face. She blocks his next swing and holds his arm while she punches him twice in the face. Grabbing his coat she twirls him around before launching him over several pews and into the wall. Behind another pew Willy peaks around at the carnage. Spike growls as he stands back up, out of the corner of his eye he notices Willy trying to sneak out of the church. He rushes over and grabs him by the back of the neck.<p>

"And just where do you think you're going?"

Seeing that Spike is preoccupied, Buffy seizes the opportunity to run to the altar and pull the dagger out of Angel and Drusilla's hands.

"This is all your FAULT!" adding a shake for emphasis

"N-Now, there's a way in which this isn't my fault!"

"They tricked you."

"Mmm hmm! They were duplicitous!"

"Well, then I'll only kill you just this once." Spike says right before going into game face and going for the bite

"Spike!" Drusilla cried out weakly

Spike stops before biting Willy and looks over at her. He sees Buffy trying to free Angel and interrupt the ritual. Letting go of Willy he rushes over to the altar as he grabs Buffy by the shoulders and shoves her to the floor. He slams a powerful backhanded fist into her face as she tries to get back up, knocking her down again.

Looking around at the devastation in the room and taking in the quickly dwindling state of his minions, Spike realizes that his plans have gone to hell and that a hasty retreat is his only option. Grabbing one of the torches lining the walls of the room, Spike throws it into a pile of old drapes, the dry fabric quickly igniting.

Reaching up he quickly unlocks Drusilla, causing both she and Angel to collapse to the floor. Quickly catching his lover, Spike lifts the weakened vampire in his arms and begins to run down the aisle towards the exit.

Buffy, finally climbing back to her feet, watches as Spike tries to flee the battle. Leaning down she grabs the censer from the altar and begins swings it over her head by its chain. The vaporizes quickly gains speed and power as she releases the chain and launches it at Spike. The projectile flies through the air and with supernatural accuracy Slams into the back of Spike's head. He is struck with such force that Spike is sent careening into the church organ. The old keyboard console quickly collapses under his and Drusilla's weight, burying the two master vampires underneath. Buffy gives a satisfied nod before quickly moving over to pick up Angel. Slinging him over her shoulder to support his weight, she jumps down from the raised platform as the fires begin to spread throughout the room.

Kendra runs over and helps her sister slayer to move the injured vampire from danger.

The others run out of the church as the three of them make their way up the aisle and out the other door. Buffy glances to her right for a moment and notices that the wreckage of the organ has been engulfed in flames as well.

* * *

><p><strong>Sunnydale High<br>****Afternoon**

The next day things started to return to normal for everyone. For the most part everyone had forgotten about someone shooting up the school. Save for Oz and Amy who were hanging out with Willow and Buffy in the lounge, Oz to figure out what was going on and Amy because she wanted someone to talk with.

Xander found himself walking down the hall for the library for a place to do some quiet studying. Stepping out from her locker, Cordelia sees Xander and immediately turns away from him to start walking in the other direction. Realizing it's the perfect chance for them to clear the air, Xander runs down the hall and stops her.

"We need to talk."

Cordelia rolls her eyes and crosses her arms as Xander gestures toward one of the empty classrooms. Xander pauses for a moment to look back and forth down the hall to make sure no one sees them going in together, before following her inside. The two of them stand a few feet from each other, both fidgeting with their hands in nervousness.

"We don't have to pretend like we don't see each other every time we meet in the hall." Xander said after taking in a deep breath

"Right. Okay. Why shouldn't we pretend?"

"What happened between us, at Buffy's house, there's a totally rational explanation for it."

"Yeah, there is. You're a pervert."

"I'm a what?"

"Yeah! First you assault me with your lips and then you rip my dress open so you can stare at my breasts!" Cordelia accused him taking a step forward.

"Sorry toots, but wrong answer. I may have kissed you, but you were just as eager to kiss me back. And as for the dress, I already told you I was sorry. By the time I realized something was about to happen the only thing I could reach on you in time was your collar. Popping your tits out was, while a very pleasing sight, not my intention when I grabbed you!" he yelled back as moved in a little closer.

"As if! I bet you've probably been planning this for months!"

"Right, I hired a Latvian bug man to kill Buffy just so I could get you in a situation where I could kiss you. I hate to burst your bubble, Cordelia, but you don't inspire me to spring for a dinner at Red Lobster.

"Fine! Whatever.", Cordelia starts to away, but turns back around stepping even closer to him than before. "The point of this conversations is this: Don't try it again!"

"I didn't try it the first time!", he says after taking several calming breaths. "Listen, Cordy, all I want to do is just clear the air between us so things can go back to normal."

Cordelia moves once again, the distance less than a foot between them, "If you **ever **say a word about this to anyone…"

"And just who exactly am I gonna tell? It's not as if The Enquirer is knocking down my door."

"Then it's erased!"

"It never happened!"

"Good."

"Good!"

"**Good!**"

The two teenagers stare into each other's eyes for a moment, before grabbing each other in another mad passionate kiss.

This time they didn't break it off.

* * *

><p>Tonight The Bronze was packed as the band was in a rare form. Everyone was having fun hanging out with friends or relaxing as they listened to the music. There were people dancing all over the place. Some where off to the side and in their seats swaying back and forth, but most where in the middle of it all on the dance floor. In the thick of it was Buffy and Xander slow dancing. The slayer's every movement graceful and <strong>very<strong> sensual.

Their bodies pressed against each other as Buffy turns around and spoons in against Xander, pulling his arms around her waist. Buffy grinds her hips back against his as they continue dancing together. She reaches up with her hand and gently strokes the side of Xander's face. Turning around in his arms, Buffy tilts her head up to his, close enough that with only a slight movement forward their lips would be connected

"Xander? Did I ever thank you... for saving my life?", Buffy whispered to him

Xander's eyes widen as it finally hits him why this seemed so familiar. Stepping back, Xander holds Buffy at arms length.

Their gazes remained locked as she gently shrugs his arms off of her. The Dream Buffy begins to slowly circle around him like a predator stalking its prey. As she moves around him, Xander realizes that all of the other occupants of the club have vanished from sight, leaving just the two of them. The Dream Buffy and Xander continue to study each other as she stops to stand in front of him again. She looks just as she did the night she embarrassed him and even though it still bothers him sometime to think about her doing that to him he could never have denied how much it meant to him when he thought it was real. She looks just as beautiful and sensual as the real Buffy did.

"That's why we chose this form" Dream Buffy said as she interrupted his thoughts. "We wanted to approach you again, but we needed to do so in a way that you would not find threatening. We chose Buffy's form because of the intense feelings you hold for her, although perhaps we should choose another." Dream Buffy finished before she began to morph into another shape.

"Would this one please you?" she said as it assumed Cordelia's form. A tight red silk dressed hugged her body and showed off every curve of Cordelia's impressive figure. The low neckline exposing the tops of her large breasts.

The being keeps her shape for only a moment before shifting forms and settling on Willow in the outfit she wore on Halloween, "Or maybe this one would be more appealing."

If he were to be honest with himself, all three of them looked drop dead gorgeous and if this had been one of his regular fantasies he'd probably try all three of em out. For some reason though, something about this dream didn't feel right, not one single bit.

"Well I can tell your not me since by this point there would have been naked jell-o wrestling.", he earns a true smile from the woman standing in front of him, "So would you mind telling me just what you really are?"

Dream Willow steps closer to him as she wraps her arms around him, "…We are your conscience…"

"…We are your passion…" she say as she shifts into Cordelia

"…We are your strength…" Dream Buffy says

The Bronze literally swirls from view before being replaced by a familiar one. Once again Xander finds himself on a the island in the middle of a vast black ocean, except this time he isn't out there alone.

Staring into Dream Buffy's eyes he suddenly realizes who she is or at least who she represented. "…We are your Other!" she finishes as she pulls Xander down towards her and they begin to kiss each other passionately.

* * *

><p>Leaping from his bed, Xander looks around in confusion. The strange dream or vision still clearly in his mind, he moves around to try and calm himself down. He stops to stand in front of his full length mirror as he runs his hands over his face wondering to himself just what the hell is going on. As soon as he finishes the thought a cold trickle begins to run down his neck, the sensation soon follows down his arms and legs.<p>

Removing his hands from his face, Xander is stunned into silence as he watches his reflection. Slowly, a black liquid begins pouring over every inch of his body. For a moment panic begins to set in as the fluid crawls over his neck and covers his face. Fears about being unable to see, or more importantly breathe, are laid unneeded because even though his entire face is being covered by the alien substance his lungs fill with air just as easily as any other time he has taken a breath. The darkness he was also fretting over soon fades away to reveal his room like normal. Looking back into the mirror he can see himself or what he hopes is himself, simply standing there as the fluid continues to flow over his skin. Eventually it settles down and begins to assume a very familiar shape as the spot where his eyes are begin to form two large white eyes. The material on his chest shifts in color also as a familiar symbol of a fictional character morphs into place.

Eventually the suit settles down and takes on a cloth like appearance, even though it is a thousand times more durable, and completes it's change. And there for the first time in almost a month, Spider-Man has made a return appearance to Sunnydale.

Taking in his new appearance and finally realizing what's been going on all along the first words out of male Scooby's mouth is a comical and worrisome, "Oh boy."

* * *

><p><em><strong>Drop me a review on what you thought. I tweaked a few things in the previous chapter from reviews so you guys do help when it comes to writing this story.<strong>_


	3. On the Job Training

**Xander's room**  
><strong>Same Time<strong>

For a while, Xander was more than content to simply pace his room in a full on panic.

Finally getting the answer as to what's been going on with his body lately, was not what he had expected. Sure there was a part of him that was kind of hoping that he'd get abilities that would allow him to be a bit more heroic, but having his brain and body being turned into a time share to provide him with said abilities was a little more than he was willing to pay. Time and time again it's been shown that he and Murphy, never really been on good terms, so it was understandable for him to be concerned about what the Harris Luck might have in store for him. Thinking about it for a second, the most obvious answer would probably have been him becoming a super-villain given the history of the costume he was now wearing, but that would probably have been too easy, so something else was probably waiting in the wings.

Had Xander had the time to calm himself down, instead of continuing with his freak out, he would have realized that his every thought, his every concern, was being shared with his new partner. The symbiote had known what Xander had been thinking and feeling ever since its joining with Xander on Halloween. And now that it had finally opened the bond with its host, there was nothing that made Xander who he was, that was not open for its viewing. Taking the time to go over Xander's rapid fire thoughts it traveled through his memory to find the source of Xander's panic over bonding with it. In a matter of seconds it had gone through his knowledge of what the symbiote would have become if it had remained bonded with its original host. A feeling, that it would one day come to understand as concern, came over it as it realized what kind of monster it would have turned in to. What was puzzling to the alien was the fact that it had never had those sort of experiences before, never been in those situations. From a certain point of view it was no longer the symbiote that Xander was so familiar with and being in this new world, it never would. Wanting to bring peace to its bonded the symbiote triggered a chemical release in Xander's body that calmed him with a feeling of euphoria .

Moving over to sit back on his bed, Xander allowed the calming wave to pass over him as he tried to collect his mile a minute thoughts. A thought at the back of his mind made him realize that the symbiote was what had triggered his sudden calming and once again a sense of dread started to well up inside him.

_**'Please, Xander, calm yourself. You are my host, I would never do anything to bring harm to you or cause you unhappiness.'**_

Lifting his head up, he looks to stare into the reflection of the mirror, "That was you just now, right?! With the shot of whiskey to the nerves."

It was only a moment before the symbiote understood his question, **_'Yes, you needed to be calmed down before you did something rash.'_**

"I wouldn't have did anything rash."

_**'Your previous actions would say otherwise.'**_

"Just how long have you been here?"

_**'Since the night we first met.'**_

"So that dream about the black ocean and that thing coming out of it… that was you?"

**_'Yes, it was a representation of the original homeworld. I had hoped that you wouldn't have been frightened, but I had not been joined with you for very long so our first meeting did not go as I had originally planned.'_**

"So why the dream with Buffy, Cordy, and Willow? I mean don't get me wrong I loved the outfits, but it was a little off-putting."

**_'After our initial disastrous meeting, I realized that a more familiar setting would be the best place for our next encounter. As for the appearances, I chose them because of… you. Most of the thoughts in your mind pertain to dealing with them in some fashion or another. And with such a wide range of emotions behind them, I decided that approaching you again as one of them would be the easiest way for us to complete our bond.'_**

"I thought we were already bonded. I-I mean I am wearing you."

_**'On Halloween, after the spell was ended, we remained behind and yes we were together. However, I can only truly be joined with my host when they accept me. Unlike the others of my kind I wished to form a true bonding with my hosts, not just use them up and throw them away. Up until just now you have been against the bonding process.'**_

"So are you why things have been happening to me lately, you know the whole being faster and sensing stuff?"

_**'Yes, while I was not fully bonded with my first host, and out time together brief, it was more than enough for him to have left imprints upon me. These imprints I share with you now, as I would any traits that I gain from you with my next host.'**_

"Well… thank you. I appreciate the help you've given me."

_**'As I told you in the dream, you are my other and we are one.'**_

Xander lets the comment hang in the air for a moment before speaking, "Y'know you're a lot different than what I had expected."

_**'That is because of you, our other. We were bonded with our first host for only a short time, but we gained some a sense of… humanity… from him. Since our joining I have learned even more from observing your interactions with others. Your thoughts and feelings, as you think and feel them, are free for me to study and learn from. I've learned much about you and those you care about. I also learned why you were first afraid of me, but you must understand that the symbiote you are familiar with is not one that I will ever become. I was not bonded with Peter Parker long enough to go through the experiences that they went through or experience the emotions that they did. Though the symbiote you know as Venom and I may have shared a common origin once, our experiences have greatly differed since that point of commonality. That is why you should not fear our bond.'**_

Xander was silent as he sat there and realized what the symbiote was trying to explain to him. It was the whole nurture versus nature deal with first hand experience. His symbiote would never become the monster in the comics for the simple reason that it would have never had to deal with the things that the Venom symbiote would have. For the first time since this whole thing had finally come out, Xander was actually starting to feel at ease with the situation… and all without the aid of what basically amounted to taking a Xanax.

Standing back up, Xander moved in front of his mirror to study his body's changes. Like on Halloween, his reflection showed a guy that was in pretty good shape, but as he took the time to really look himself over he could notice a few changes from the last time he'd inspected himself. His muscles looked to be more defined and sculpted than the last time he'd looked at himself in this costume.

A voice in the back of his mind informed him that it had been trying to slowly enhance him over the last month, as it waited for the opportunity to speak with him again.

Running his hands over the suit, Xander noticed that while it feels like normal clothing, he could feel his caress like if it were on bare skin. Flexing the muscles in his arms, Xander strikes a couple of a poses in the mirror, before deciding to move on with the demonstration and see what other abilities the symbiotes had granted him. His first test was trying out wall-crawling, something every little boy who read comics wanted to do, right after being able to fly. Soon after Xander found himself experiencing his room from an entirely new view as he crouched on the ceiling turning his head this way and that way. A few minutes later an unspoken though of wanting to get down caused Xander to suddenly disengage from his ceiling and fall head first to his bedroom floor. However, with an impossible feat of agility Xander corrected himself so that he was heads up and landed on the floor with the grace of a feline, the thud that followed was only a muffled noise, no louder than a heavy pillow falling on the floor.

With a few more tries, Xander was able to consciously activate and deactivate his wall-crawling. Standing on the roof of his house looking down on his backyard, Xander stared at the large oak tree on the side of the house. Raising his arm to look at the white patch on the back of his hand, Xander couldn't help but wonder. Remembering the abilities of the Venom symbiote in the comics, and thus what his own should be capable of, Xander raised his arm and pointed it at a solid looking branch. Another mental command and a single strand of webbing shoots out from the top of his hand with a ***THWIP*** and connects to the side of the branch. Giving the strand a couple good tugs, Xander wraps one hand around it, closes his eyes and mutters a silent prayer, before jumping off of his roof.

He sails through the air for a moment, almost like he'd attempted to do this in the past, before coming in far too low in his swing and slamming face first into the side of a fence.

* * *

><p>A short while after his first disastrous attempt at learning to swing on a web, Xander glided through his neighborhood, the low sounds of nature and the rhythmic thwiping, the only noises being made. Thanks to the tried and true method of 'try-try again', and some muscle reflex on behalf of the symbiote, Xander was able to grasp the intricacies that is web-slinging.<p>

After a short trip through the silent neighborhood, Xander found himself close to one of Sunnydale's many graveyards. Wanting to see what else he was capable of, he made a slight detour and heads in. At the peak of his swing he released the webline and sails through the air before coming to land on top of a crypt. Crouching down he immediately leaps into the air and proceeds to land on tombstone after tombstone, with a dazzling display of both aerial acrobatics and superhuman agility. He continues this activity for only a few minutes before coming to a stop. Taking a seat on one of the box shaped mausoleums, Xander tries to figure out what moves he could practice next, but his are thoughts are suddenly interrupted by a shuddering sensation passing through him.

A deep growl emanates from behind him before a powerful claw swipes at him from behind. Evading the attack, Xander back flips over his attacker and lands softly on the grass behind. Xander frowns underneath his mask as some kind of demon that they've never encountered before turns around and looks at him.

The creature towered well over his own six foot frame, covered in some kind of bone armor along both of its arms legs. The creature's chest had none of the bone protection, but the thick leathery looking skin covering the rest of its body appeared to provide more than enough protection. The demon lets out another menacing growl before rushing towards him, with Xander once again leaping over his opponent's attack. Growing frustrated by the lack of success at killing its prey, the demon closes in to close quarters and begins lashing out with its clawed fists and the occasional biting attack. Ducking underneath, Xander manages to dodge the clumsy attacks before landing one of his own into the creatures gut. The power behind the punch forces a large gust of air out of the creature's lungs as Xander proceeds to deliver blow after blow on to the creature's head, forcing it to curl in on itself.

The creature lets out a deafening roar as it throws its arm out and knocks Xander back, leaving the male Scooby open for a powerful kick to his chest. Launched through the air, Xander slams into a tombstone crushing it. Momentarily stunned by the strength of the creature, Xander is unable to crawl away before the creature grabs him by his left leg and proceeds to lift him through the air before slamming him against the ground, and whatever else is nearby. Xander's rag doll like body proceeds to crash into several tombs and mausoleums.

Surprisingly, while each blow knocks the wind out of Xander, the tremendous amount of pain he should be feeling doesn't seem to be appearing. Oh sure, he's gonna be sore after the fight, but given what he was being subjected to, he was really surprised that he wasn't hurting more.

As the demon prepares to lift him back in to the air for another round of whack-a-mole, Xander uses his remaining free limbs to brace himself against the ground. As strong as the creature was, Xander's new found abilities proved to be far more impressive as no matter how hard it tried to pull him up, Xander's body would not move. Unfortunately, the same can not be said for the ground that he's sticking to. While the tugging from the demon is unable to yank Xander's grip away, the tugs do cause clumps of the ground to be pulled away still in his grasp. The constant rearranging to get a better grip on the ground is beginning to turn into a loosing battle. Knowing that staying on the defensive isn't going to keep him safe for much longer, Xander decides to go on the offensive.

As the demon releases the tension in Xander's leg in order to try tugging on it again, the male Scooby uses the opportunity to yank the creature off of balance. Stumbling forward, the demons chest lands against Xander's maneuvered feet as he proceeds to use every ounce of strength he possesses to send the demon flying clear across the cemetery. A few moments later a loud crash is heard along with the momentary sound of a car alarm going off and then dying.

Standing up, Xander wiggles his leg around to make sure that nothing was pulled out of place as well as a minor once over to see if anything else might have been injured during the life size game of ring the bell. Sure that everything is fine enough, Xander leaps into the air before firing a webline and heading in the direction that the demon went. It's only seconds later that he sees the destroyed SUV that indicated the demon's landing point.

Landing close by the wreck, he hears what would have to be creature's equivalent of groans coming from the wreckage. Grabbing the SUV by both of the caved in sides, he pushes the sandwiched vehicle open before reaching down and grabbing one of the demon's legs. With a mighty pull he frees the demon from its containment, but the momentum from such a strong tug sends the creature tumbling end over end before coming to a stop after colliding with a tree a dozen yards away. The demon wearily begins to try to climb back to its feet, its prey haven taken over as predator in this hunt. The force of a powerful punch sends the creature back into the tree, before it collapses to one of its knees.

Moving around to the side of the demon Xander waits for it to raise its head before delivering a powerful roundhouse kick to the demon's head.

"HOLY SHIT!"

Not being entirely used to having super strength yet, Xander delivered a powerful kick to the demon that would usually have just been nothing more than just another strike against his opponent. However, Xander's strength had grown far beyond what he was used to, as the added strength behind the attack not only defeats the demon, but it also decapitated it in the process. He looks on in astonishment as the creature's head flies into the side of a mausoleum wall before bouncing to the ground next to it.

The creature's body draws his attention away from the unexpected projectile as it makes a loud thud.

"Remind me not to hit things when I get mad."

**_'That would probably be for the best, Xander.'_**

* * *

><p><strong>SHS Library<br>****Morning**

Early the next day found an excited Xander bouncing through the doors of the library to find Willow sitting off to the side reading something and Buffy and Giles off on the main floor with Buffy doing a series of very impressive combination attacks on a padded watcher.

"Guys you are not gonna believe what kind of night I had last night."

Stopping short with a high kick, a sweaty Buffy turns around to face Xander after he gets all of their attention. A grateful Giles moves to sit down on the steps as Buffy grabs a water bottle before taking a seat next to Willow.

"Okay, now the last few weeks we all know that things have been changing for me. I've been getting way smart and I even got a new power. Last night after I got back home I found out why!" Moving to stand in front of the table, Xander looks at them for a second before closing his eyes.

For a there was nothing happens and then suddenly Xander's clothing begins shifting colors before their eyes. Not long after the color change the clothing turns into a liquid as it begins to slide over Xander's exposed skin.

A shocked and slack-jawed Buffy and Willow can only look on as their best friend is covered entirely by the liquid.

Giles can only mutter a whispered 'Good lord' at the remarkable sight in front of him.

All to soon the symbiote takes a more solid form over its host's body and quickly begins forming the familiar symbol on their chest. To an outside viewer the entire transformation only took a matter of seconds to complete.

The room was silent as the gang sat in shock for a few more moments before, just as expected, Buffy and Willow started rapid firing questions at him.

"Oh my god, Xander, are you okay?" Willow asked in concern

"Of course I am, Wills. To be quite honest I've never been better. I've never felt this strong before in my life. And when I say strong, I mean strong!"

That last part piqued Buffy's already curious mind, "What do you mean you're strong?"

"Alright, well after everything came out last night I figured that I should try and see what was what.", a nod from the girls shows him that they know what he means, "So I head out back to figure out how to swing around, which is surprisingly easy once you get the hang of it, and I decide to just get a little air before I go back home. I wound up near one of the cemeteries by my house so I decide to goof around and see what I can do. For a few minutes I was just jumping all over the place doing flips and other stuff that would make an Olympic gymnast jealous. I stop for a second and pop a squat on a tombstone somewhere near the middle and then all of a sudden my I get that weird shuddery feeling down my back. I did a back flip which had me land behind this big ass demony thing that tried to pull a 'Predator' on me and yank my spine out. We go at if for a little bit and then I send it flying into a car. We get back at it again, but I just completely dominate it this time. So I go over there to finish things and when I went to go for a kick the next thing I know I'm using this thing's head life a football."

Willow and Buffy look a little ill at his comment, but decide to let it pass.

"And that, they say, is that. So what do you guys think of the new and improved Spider-Xan?", he asked with a completely serious tone in his voice

"Spider-Xan?! Are you really gonna go with Spider-Xan.", Buffy complained

Xander stared at Buffy seriously for a moment before breaking down in to a grin, "…Nah, I just wanted to see what you guys would think."

Buffy would have commented further, but Giles cut in first "This transformation that you've gone through is absolutely incredible, but from your own experiences last night, I think that testing you to see what exactly you're capable of should be the first thing we do. U-Using a demon's extremities as playthings is, while certainly… disturbing… it's also not that much of a cause for concern in the long run. What is a cause of concern is you using that kind of strength against a normal person. Whether or not you can control this incredible power when you're not consciously trying to use it, such as when you're hugging someone or shaking their hand"

"That thought actually had crossed my mind, G-Man, but I don't know where I could go to figure something like that out at. It's not like I could go to a gym and bench press a couple hundred pounds. I could do that and finish eating breakfast at the same time."

"Well, maybe we should have you spar against, Buffy. It would allow you test your control under a more frantic situation and it would also be the easiest way for us to see what sort of agility you've gained from these changes. As far as a means of safely testing the limits of your new strength… I'm afraid I don't have the foggiest."

Xander switched back to his 'civilian' gear, while everyone sat around trying to figure things out, but once again it was Willow that came through as she started bouncing around in her seat with her arm raised. Everyone watched her for a moment with an air of amusement at her enthusiasm.

"Ooh I figured it out! What if we went to the junkyard outside of town. It's got a lot of old cars and stuff, those are heavy enough. Aren't they?"

Pulling his glasses off to clean them, Giles considers her suggestion for a moment, "That's… actually a good idea. I-I'm sure that there's something there that we could use to test your limits. At the very least we wouldn't have to worry about you breaking something by accident. In fact wasn't it abandoned some time ago."

"Yeah, the owner got killed by a vampire and the city just shut it down.", Willow replied

"Well then I suggest that after patrol tonight we should head over there, but for right now let's test out the control you have. I'm sure that sparring against Buffy will provide you with some kind of workout.", Giles said as he moved to slide the training dummy that had been set up for later, off to the side

"Don't worry, Xander, I won't be too rough." Buffy joked as she moved over to the mats and started to stretch

"Well you don't have to worry your pretty head, Buff, I think I'll be just fine. Besides if I really am gonna go all the way with this then I can't sit around doing it half assed. In order to become Spider-Man, I need learn how to fight like Spider-Man. I mean I know that I'm stronger than you are, but on a strictly martial arts basis you've got me beat hands down. I remember from the comics some of the things that Peter Parker could do just by reflexes alone. Now that I've got the symbiote, somewhere in this manly body of mine, I've got the same potential. All I need to do is learn to bring it out so that it becomes second nature for me as well."

Seeing the determined look on his face Buffy dropped into a fighting stance opposite Xander, one he quickly mirrored. "Okay, but I promise I won't go all out. At least not yet."

Xander gives her a silent nod as a response and prepares himself. The two teens stand in opposite of each other, before some silent command prompts them into action.

Buffy was the first to move forward and threw a jab to test Xander's reflexes. Xander moved to block the punch, but he caught a weak kick to the side instead. He threw a punch to her chest, but Buffy knocked it off to the side and gives him a soft jab into the shoulder which he leans with to keep from taking any damage. Quickly following up her attack with a leg sweep, she manages to knock him down, but Xander manages to plant a hand on to the mat before he can completely fall and turns the move into a cartwheel, allowing him to get back on his feet. Xander tries a right jab on Buffy that she easily catches, but Xander turns the tables around by grabbing her wrist with the arm she's holding and draws Buffy closer to him, landing a knee to her stomach. Backing away from him for a moment, Buffy gives Xander a smile for the blow he landed before continuing.

Giles stands over to the side watching as the two of them go back and forth. Quite impressed with Xander's ability to quickly recover from any of the attacks Buffy has thrown at him or turn said attacks to his advantage like with the leg sweep. So far the two teens had only been fighting each other at a speed slightly faster than what a normal person would be capable of and Xander's current fighting style, which was basically just a more acrobatic version of street brawling, was hardly up to snuff for dealing with the things that their group faced on a regular basis.

"Buffy, I want you to take things up a notch."

Looking over to her Watcher for a moment she turns back to Xander, only to stagger back from a punch and cover her face with her hands.

"I'm so sorry, Buffy! I-I didn't mean to do that. I-I thought you saw it coming!" Xander exclaimed.

"Ow my nose!" Buffy moaned. Pulling her hands away from her nose and sniffed an inward breath. "You didn't break anything , but I hope you realize this means war." Not bothering to give him a chance to get ready, Xander comes under assault of a series incredibly fast kicks and punches, most breaking through his guard and landing with complete accuracy. Just as Xander is about to try and make a move of his own and try and fight back, a wave of sluggishness comes over him. The sluggishness quickly passes as begins to attack Buffy. What seems to be on odd to him is that when Buffy had resumed their fighting, she had been striking out at him as if she was fighting a real opponent, like a vampire. But when the feeling of sluggishness had hit him, the speed of Buffy's movements had decreased drastically. To Xander, Buffy was fighting against him now with a speed even slower than when they first started. Buffy is still managing to evade his own attacks, but it seems to be just barely. However, just as Buffy is managing to dodge his strikes, Xander is doing the same to an almost unbelievable degree of ease. Soon the two began to move around each other in a deadly dance of both skill and agility. With the grace of a dancer, Buffy flowed around Xander's strikes, while he dodged hers with the flexibility of a contortionist.

Off to the side Willow and Giles watched as Xander and Buffy sparred against each other. At first it was plainly obvious that Buffy was the better martial artist and especially so after Xander popped her in the nose by accident. The speed that she had resumed her attacks with would have easily been able to take down one of her normal opponent, but as it was just a spar they were little more than love taps… at least the slayer version of a love tap. However, it seemed that Xander's speed had been unable to keep pace with Buffy's faster pace until something happened. Like flipping on a light switch, Xander had suddenly gone into overdrive and was moving just as fast as Buffy was. Not one to be outdone, Buffy revved things up even higher as she began to move faster, but for every increase in her attack speed, Xander somehow managed to match it. Eventually the two were moving in a dazzling display that left the watcher and the genius gawking in amazement. Amazement not for the fact that Xander was able to fight against Buffy like he was, but the fact that he was doing it with such ease that it made it seem like he was used to doing so.

It wasn't very long after Xander's increased speed and agility kicked in, that the victor of the match was decided. Diverting Buffy's punch away from him, Xander stepped inside of Buffy's reach and landed an openhanded palm strike to her unguarded stomach. The strength behind the blow manages to knock the air from Buffy's lungs and backs her up far enough for him to sweep her legs from under her and drop her to the mat. Before Buffy has a chance to try and get back to her feet, Xander is already on top of her pressing her legs together with his knees as he straddled her and pinned her arms above her head. Buffy glared at him as she struggled for a few moments, her arms pulling back and forth while Xander kept her wrists pinned to the mat. Buffy continued to wiggle and grunt, twisting her body as much as possible and seeming to push and pull with every muscle in her body. But still she remains trapped underneath her best friend.

Eventually she stops struggling and blows a loose strand of her hair out of her eyes, "Okay you win, now will you please get off of me."

A triumphant Xander hopped back to his feet before leaning over to offer her a hand up. For a moment Buffy considered yanking him back down to the mat with her, but decides against it since he was probably strong enough to keep her from doing it in the first place.

* * *

><p>After bringing the impromptu sparring match to an end, Giles wanted to see what kind of dexterity Xander possessed and headed to the back for a set of balance beams he kept hidden. Xander on the other hand had different plans as he proceeded to flip all around the room, before doing a stunning back flip and landing on one of the posts for the staircase. What was most impressive was the fact that he manage to land so gracefully on but a single finger. Just to show off some more, he proceeded to walk down the banister with his index and middle finger.<p>

A thoroughly impressed Buffy and Willow clapped for the impromptu show, while a gob smacked Giles could only mutter another silent 'good lord' while cleaning his glasses.

The rest of the day proceeded to go by like normal, save for Xander suddenly deciding to try and figure out how to recreate the formula for Spider-man's patented web fluid during chemistry class.

* * *

><p><strong>Sutherland Junkyard<br>****Sunnydale, CA**

That night the group found themselves outside of the Sunnydale junkyard. In order to keep anyone from noticing anything out of the ordinary, going over the fence was their only option for getting inside. Problem was the entire fence perimeter was lined with razor wire. For a moment the gang wondered as to how exactly they were gonna get over the ten foot high barrier, until the mental prodding of Xander's roommate reminded him of his new abilities.

Wrapping his arms around Buffy and Giles waist, with Willow going for a piggyback ride, he squatted his legs before pushing off the ground hard and sailing through the air. Xander grinned widely, as Buffy and Willow let out loud squeals of enjoyment as the foursome easily cleared thirty feet in the air, well over ten foot fence, before they started to fall back toward the ground.

There was moment of worry for Giles as he watched the ground rushing toward him, but his trust in Xander made him believe that he would not allow any harm to come to them. His trust in the teenager was well founded as he landed on the other side with the same ease that anyone else would have had with jumping over a puddle.

For the next couple of hours Xander tested himself on different pieces of scrap metal and junked vehicles, while Giles jotted down notes for later. After the first few cars and pickups he had tried, it looked like he wasn't as strong as Peter was with the suit. It seemed that around 11,000 lbs, or 5 ½ tons, lifting things started to become a little hard to handle. His limit finally came when he tried to lift a demolished Dodge F450. The large vehicle weighed a whopping 14,500 lbs or 7 ¼ tons. He was able to get the massive pickup above his head, but it seemed that only a scant few seconds was his limit before the strain had become too much and he was forced to drop it. In the end they decided that five tons was a safe limit for Xander, six if the situation required it. Pushing himself any farther than that might end up with him doing more harm than good.

Not too long after they decided to call the weight lifting a night and head out on a quick patrol before heading for their homes. Before they could leave, Buffy had wanted to see if she could lift a car. Picking a tiny Audi, the blonde Slayer had managed to actually lift the car off its front tires and stand it up vertically, but even that had been a strain and lifting the 1300 lbs vehicle over her head was an impossible pipe dream.

Just like before a short leap over the fence and they were gone. Except for a few moved vehicles, that no one would ever notice, there was no sign left behind that anyone had actually been there.

* * *

><p><strong>2 Weeks Later<strong>

A man slammed into the side of a trashcan, knocking the container over. Shaking his head, he tries to clear the birdies away and get back into the fight, but before he can do so a hand wraps around his throat and lifts him from the ground. Several powerful blows connect with the vampire's face sending him into dreamland after the first blow. Tossing the unconscious vamp on to the ground Xander starts to pat him down and check his pockets. His efforts are rewarded when he comes away with a wallet full of money, a nice haul for a first try. As the undead creature begins to stir, Xander uses a mental command causing his symbiote to form a tentacle that reaches into a 'pocket' at his side. He grabs the wooden item before kneeling down and casually thrusting the stake into the vampire's heart.

The entire time he never even bothered to stop counting.

'I can't believe we never thought of doing this before. I mean we could make a hell of a lot of money just doing what we were gonna do in the first place!', he thought to himself as looked at the $83 he had just pilfered.

After the short patrol session the group had split up and started heading back to their houses. After dropping Willow off at home, only a few blocks from his own, Xander had come across a lone vampire walking through the street. The only reason he knew it was a vampire was the fact that he was complaining about having to go get "takeout" for his boss, Spike.

Switching into costume on instinct, Xander snagged a tree limb with a webline and used the leverage to send himself through the air, landing with gracefully in front of his target. The next couple of minutes consisted of Xander mocking the male vampire and a good old fashioned country ass whooping. Somewhere along the way, and if asked he would still say he had no idea where it came from, the thought of checking the vampire's pockets to see if he had anything of value seep in. The success from a first go started to interest him in the new business venture, but his workout earlier and the long day he just decided on calling it a night. With a final look around to see if there was anything else that required his attention, Xander fired a webline and made a beeline for home.

Over the following days, Xander continued his new business practice of helping vampires unburden themselves with weight pockets. Only downside was, that for right now, he was going solo. He had brought the idea up to Giles when he asked why nobody had ever thought to do it before. Giles surprised him when he said that a lot of other hunters had done the same thing in the past, the problem being that trying to restrain their targets long enough to search them was too risky and in nearly all the cases, people had died. Slayers had never done it before because all of the ones before Buffy had been under strict council control or more specifically the control of their watchers. To be honest, Giles was surprised that the thought had never occurred to Buffy to try. Or maybe it had and she had just never bothered acting on it. Either way, it was a fact that Giles was grateful for.

So Xander found himself going it alone. After patrol with Buffy and Willow he would then go off on his own and with vamp season always being in session in Sunnydale, there was never a shortage of patrons. Usually he would take down a dozen or so, unless it was a slow night, before heading home to count out his collection. He was never more thankful for a costume with instant storage space, than when he came across three vampires headed out somewhere.

He had been heading for one of Sunnydale's cemeteries, when for some reason he shifted his movement and began swinging back towards town. It was only a few seconds before he found them walking down the sidewalk into an alley. Leaping from the tree limb, he landed on an adjacent so he could see them. Instead of just jumping down and getting the show on the road, he decided to follow as he began to crawl on the side of the brick building.

For about fifteen minutes he had followed the trio through the twists and turns of Sunnydale's alleys. Every couple of minutes or so one of them would turn around and look, the feeling of being watched creeping out the group. Every time one of them would stop to look around, he would duck into one of the shadows and just sit. He could feel his blood pumping and his heart racing as he continued to stalk them. He knew that they were no real threat to him, at least not as a trio, but the excitement of being the hunter instead of the hunted was just so exhilarating.

The symbiote was also enjoying their little part time business. The adrenaline that was being produced by Xander's body was feeding it. To put it in a way that Xander would have understood, it was like eating a twinkie. Their extracurricular activities was causing his body to produce a lot of adrenaline on a regular basis, a fact that the symbiote was most grateful for. And with the symbiote giving Xander powers and abilities far out of the reach of normal people, he would continue to do so.

After the vampires had stopped looking around for him they had moved on and after the adrenaline rushed had passed, so had he. It wasn't long after that they had come across a somewhat ratty looking house, one that seemed to belong to them as the threesome walked in with no problem.

He had gone through a hole in the roof thanks to a little blade action from the symbiote and moved inside. After making his way downstairs from the attic, he had found himself in a vampire nest. Besides the three that he had followed, there had been another three lazing about watching a movie.

At first he had thought about turning around and leaving, safer to bring Buffy and take them out together, but something was egging him on. Being bonded with Xander the symbiote would never be in danger of not having a food source, but the little spikes of adrenaline Xander would release when he was in a tight situation always brought it enjoyment. A chance to get that feeling again was something it didn't want to pass up, so it had silently began prodding him on. It wasn't long before he decided to thrown caution to the wind as he crept silently alongside the walls and across the ceiling, before he was perched upside down outside the archway entrance to their living room.

There had been two girls and four guys. A couple, from the way they were embraced, sat on a love seat along the wall. The others sat on or around a blue couch that was perpendicular to the love seat. One of the male vampires got up and left the room, his path taking him directly underneath Xander. Surprisingly, even with supernaturally enhanced senses, the vampire never even noticed the threat from above him. One moment everything was as it should be and then the next thing he knew something wrapped around his head, lifting the struggling vampire from the floor.

Moving further away from the entrance, the struggle had only lasted for a few more moments before a muffled whoosh signaled the end of one of his prey.

He had watched the group for a few more minutes, before the boredom of just watching them became too much. Whistling to draw their attention to him and waving back to them, he was surprised to see their individual reactions. The two female vampires had a look of momentary fear, the blonde of the group actually letting out a short shriek. The look the three remaining males had given him was one that he hadn't been surprised about.

Apparently even dead guys still read comic books.

Using the group's moment of surprise as an opening, Xander leapt from the ceiling to land in the middle of the five vampires. Whatever effect seeing a real life superhero had provided had come to an end, as the trio of men rushed up from their seats to charge him.

The first vampire to reach him caught a heel kick to the side of his face, but the vampire had managed to turn his head to the side turning the attack into a glancing blow that still knocked him away. Maintaining the momentum of the attack, the largest of the three males was struck into the chest with a powerful palm thrust sending him flying into the wall 10 feet behind him caving it in. Having only a single vampire to deal with, Xander dodged the clumsy strikes, of what he would later realize was only a fledgling vampire, with ease. The speed the creature possessed was amazing as its fist blurred with each thrown blow, but Xander's symbiote enhanced reflexes allowed him to dodge the attacks with a great sense of ease. Sensing the first vampire getting back up to attack, Xander slammed his fist into the third vampire's chest breaking several ribs and knocking him back a couple of feet. Using the breathing room to his advantage, Xander dropped to his hands bracing himself as he does a spinning kick to his two opponents. The strength behind Xander's kick sends the third vampire in to La La land before he even hits the ground. The first vampire to attack is not so lucky as the opposing force behind his charge and the strength behind Xander's kick, snaps his neck even as he is sent sailing over the couch.

With two of the vampires unconscious and a third left groaning on the floor, Xander turned his attention toward the two women. Surprisingly they stayed in the room as the short fight occurred and were now huddled together on the love seat against the wall. For a moment he was shocked that they hadn't tried to help their friends, but it seemed that even vampires could realizes the presence of a more deadlier predator.

Which was strange since they always seemed to keep trying to fight back, even after figuring out who Buffy was.

The pathetic looks and their pleads of mercy almost caused Xander to stop, hurting a woman was something he never wanted to consider himself capable of. Usually he left the fights with female vampires up to Buffy, since it always made him uncomfortable, However, Buffy wasn't here this time to help out.

Reminding himself of the people that the two of them might hurt if he let them go steeled his resolve, if barely. Snapping his arms forward he wrapped powerful hands around the two girls throats before slamming their heads together and rendering them unconscious.

Rummaging through their pockets and removing any jewelry they might have had, he set the pile aside before turning his attention back on the group of vampires. Deciding on being a little merciful, he used his symbiote to form a sharp blade before decapitating the two unconscious women. The males however got to be the guinea pigs in a little experiment as he sent tentacles to wrap around the throats of the trio of males, lifting them in the air. The movement wakes the slumbering men only for the pressure around their throats to increase, before their heads pop off like bottle caps. Thankfully the only mess that's left is the piles of dust floating to the ground.

With the threat of the vampires gone and no sense of any other hidden danger, Xander proceeded to go through the house thoroughly searching the room. Apparently one of the group had been the sire, because the house showed evidence of long term habitation. It seems that one of them, the sire most likely, liked to keep little trophies. An entire closet upstairs was filled with all sorts of trinkets, one of them a Sunnydale High yearbook from 1986. Besides the trophies there was nothing of any interest in the upstairs rooms, but when he went into the basement was when he hit jackpot.

On a workbench was several plastic containers, no bigger than VCR, filled with jewelry of all kinds. In a smaller one he found dozens of wedding rings, some looking they would bring in a pretty buck. On the shelf above the workbench was a metal safety deposit box. Breaking the lock and opening it, he found several large stacks of rolled up money. Moving his bounty to the living room with the rest of his find, he ran upstairs to grab one of the blankets of the bed.

Tossing everything on to the blanket and wrapping it up, with a little webbing for extra security, Xander started to head for front door before pausing and then turning back around to head towards the kitchen.

Xander was kind of surprised as he watched the house burn from her perch on a wall. Truth be told, it didn't take very long for the old house to become completely engulfed in flames after Xander set fire to the kitchen and living room. He'd stayed close by to make sure that the impromptu nest removal didn't spread to anything else before the fire finished with its work. Once the top floors of the house finally caved in and the sounds of fire trucks started to get closer to his position, Xander decided to make his way back home and count the impressive bounty he'd made.

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><p><strong><em>I'm really sorry about the long wait time. Real life problems, lack of motivation, and etc contributed to the delay. One thing I want to make clear is that even if I'm not posting, it doesn't mean I'm not writing. I've been working on several other stories at the same time as this one and by the time the next chapter is posted I should have some of those up as well.<em>**

**_Drop me a review and let me know what you think._**


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